We're Best Friends
by Marvel fiction
Summary: An enthralling story, rich with Gwen and Peter Fluff! Come join this romantic journey of epic proportions as Peter and Gwen tackle the undeniable love they hold for each other, all the while working as a team to combat a variety of monstrous Villains, including the Green Goblin and Kraven the Hunter! Loaded with laughter, happiness, and epic adventure! Regularly updated weekly!
1. My Spiderman

**Author's Notes: Hey everyone! This is a secondary account to my other one Galaxyfiction, this one is totally dedicated to Marvel, mainly Spiderman. **

**This story is Movieverse, since I love the new movies and Emma Stone to pieces! I studied Andrew Garfield's mannerisms as I did with Emma's to make it seem a lot more movie based. Hopefully that came across to you guys. **

**There will be a plot soon enough, but have some fluff in the meantime! (Love Peter and Gwen!) Enjoy the fluff guys, and please review. Criticism is greatly appreciated! - Dave **

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**Chapter One: _My_ Spiderman.**

She sat there, looking intently at her computer screen, stroking stray gold locks out of her eye line and curling them behind her cream skinned ears. Her soft pursed lips mouthed the font on the screen, mumbling to herself at the spelling errors. Huge rounded eyes, two islands of lush green sat atop the ocean of white Sclera's scanned from corner to corner of the computer. She lifted her pen and chewed on the end of the plastic stick.

Gwen adjusted her headband and flicked her ponytail off her shoulder, her mind busied with anything but the work on the screen. She blinked at the screen once, twice, three times, but every time the sentences meshed into a maelstrom of letters. She wasn't concentrating; her mind was fixated on something else.

She leaned back in her seat, spinning the chair around. A split second view of the window then the bed, the wall, the book shelves, then back to the window. The three-sixty view of her room dizzied her mind and on the final bored and worried rotation she stopped, seeing something askew. She peered back at the window and true enough, an anomaly. Yet she smiled, looking at the man on her fire escape.

Gwen got up, staggering ever so slightly from the dizzying effects. She knelt on her small shelf and pulled the window frame up, the reflection of her grinning face vanishing at the lack of glass and cold air.

Winter in New York always bit hard, but this time it was very frigid, the metal poles of the fire escape stained with slippery ice and dusting frost. A few flurries of snow fell through the windy air and a breeze of violently cold air snapped Gwen onto the shivering man.

"How long have you been out here?" She half joked with a splash of worry.

"Long enough to see you spinning your chair." He chuckled gently, Gwen's cheeks heating with a pang of embarrassment. He peered at her and smiled, yet she saw the long gouge down his right cheek, blood dripping onto the blue of his Spiderman suit, soaking it a dark blue. Scratches ripped across his chest and tore straight through the Spider etching on his pectorals. She gasped and cupped her mouth, stepping back from the window so he could clamber-fall-in.

_Too stubborn as always, Bugboy. _

He dropped into the room with a thud and breathed raggedly, back pressed to the shelf. His hair was ruffled and dirtied. Gwen moved her chair across the room and sat beside him, touching his cheek gently, his wince telling her all she needed to know.

"Mmm." He smiled that same smug yet sincere smile of his. She rolled her green eyes at him.

"What?" she scoffed.

"Warm." He chuckled weakly. Gwen stood up and walked over to her door, slowly creeping it open and slipping out into the hall. A photo on the wall of her family: younger brothers, Mother and Father all stood around Gwen herself. The amount of smiles and happy faces made her eyes water every time she walked this hallway to the rest of the apartment.

After Dr Curtis Connors killed her father, Captain George Stacy, she spiraled into depression, no help from Peter Parker's abandonment of her. Though it didn't take long for her cold heart towards him to thaw and realize his intentions, his promise to a dying father.

_Leave Gwen out of it._

To know he cared about her so much as to not break her Father's promise, to know he stayed away on her Father's word, not his own. She grew small tingeing hatred towards her deceased Father. How dare he decide who she can and can't love, to still control her life beyond the grave?

Then she learnt, learned that he did it for her own safety. Any attachment to Spiderman would undoubtedly end with an early grave. But what point is living a long unhappy life away from the one you love till it hurts?

After a month or two, Peter and Gwen grew close again. Sure he broke her Father's promise, but the aching in his heart for her felt like two cold hands squeezing his heart till blood threatened to burst its seams. Gwen felt the same, and soon they were back together, happy with one another's company. She reminded Peter that whatever happened, they'd face it together.

Brought back to the present, Gwen snapped her eyes off the photo and pulled the door up. This time though she walked the hall with closed eyes until she was safely away from the photo. She could do without the emotional breakdown right now.

With her Mother out running errands and Brothers staying round a friends, they were home alone, which made her feel silly for locking him in her room, hidden...and bleeding. Gwen grabbed a wash cloth and walked to the sink, soaking the cloth in warm water.

She subconsciously assumed her Father would be sat idly flicking through the channels on the television, moaning about the lack of anything good. She airily laughed to herself and groaned afterwards, shaking her head. It had been three or four months since his demise and still she struggled to even accept it.

Two muscular arms slid around her waist startling her awake. A light pecking kiss to her ear lobe soothed her.

"I think that's wet enough." Peter gently chuckled, his hot, minty breath tickling her ear. Gwen nodded, pursed lips as she squeezed the excess water from the drenched rag. He squeezed her gently and she leaned back into his embrace, sighing. He took a deep inhale through his nose of her hair, pressing against her soft blonde locks. She reached a hand up and stroked his cheek.

"You-Your father?" He asked, mumbled. She nodded, tears pricking the corners of her eyes. He nodded and leaned his head around the left, kissing her soft creamy skinned cheek. She cooed and smiled under his loving administrations.

He reeled back and saw his own blood stained across her cheek.

"Oops. " He nervously chuckled. Gwen raised an eyebrow and turned to him, seeing the cut still leaking down his face. He hesitated several times before finally brushing her cheek and wiping his blood off. She shook it off and pulled the cloth up, pressing it to his cheek. He winced and she rolled her eyes at him.

"Come on, I'll stitch you up in my room." She took his hand and pulled Spiderman with her, a constant silent laugh on his face.

Once back in her room, he sat at the foot of her bed on the floor. She perched on the lip of her bed, readying her stitching needles and medical supplies she'd bought months prior. Being Spiderman's girlfriend meant _a lot_ of wound cleaning.

"You _can_ sit on my bed, you know." She spoke matter-of-factly at him. He let a whispering laugh escape his toothy smile and peered up from the floor at her. He shrugged and pat his palm on his brought up right knee.

"I umm...I..." He scratched his neck, beneath the corner of his jaw. His hand dropped to slap against his left stretched out thigh. She giggled at him.

"It's just a bed, Bug-boy." She smiled down at him.

"I know, I know-but you know, it's...it's not just _any_ bed, I mean it's _your_ bed, you know, it's_ your_ bed." He mumbled, getting quieter as his ramblings went on. She found him adorable with his nervous ramblings. How can the man behind Spiderman's mask get so flustered so easily? Apparently Gwen had a power she didn't know about, the power to fluster Spiderman.

"What-what's so funny?" Peter spoke, Gwen realizing she'd been giggling to herself. He looked up from the floor at her. She shook her head, the laughs dissipating.

"You; _Spider-man_ gets _flustered_ bout _my_ be-_ed_." She hummed in a sing-song, swaying left and right. Peter chuckled at her, shaking his head. She leaned forward and dabbed his cheek, cleaning the cut. His eyes were set on her like stone, the brown doe eyes burring into her features. He adorned her adorable little button nose, full soft lips, creamy skinned cheeks that rose beneath her incredible large, adorable lime green irises.

He adored her locks of golden blonde hair, the ways her eyes fused against his cut, carefully administering the cleaning cloth, the way she swept her locks from her eye line behind her ear. The way she smiled and blushed when she figured out his brown eyed stare.

"What are you staring at?" she smiled, tilting her head with a sarcastic eyebrow raised. A lock of blonde fell from her fringe and swung across her vision. Peter smiled and raised his hand, brushing the hair out of her eyes.

"You." he smiled, then started laughing to himself, shaking his head. Gwen giggled too.

"Oh good, you realized how cheesy you sound?" she enthusiastically and even sarcastically nodded, her voice husky as always.

"I did." He nodded with a grin from ear to ear, reopening his wound.

"Right, stop smiling, your opening the cut." She sighed, like berating a child. Peter pouted, his brown eyes pleading. Gwen snorted, trying to ignore him, dabbing the cut and reaching to her Suture kit. Peter kept watching her, their noses inches apart.

"Seriously Bug boy, _stop_!" She giggled, berating herself for laughing, turning stern, almost motherly as best she could. Peter met her eyes with a loving heat to his brown eyes. She smiled, shaking her head. "Want me to clean this cut?" She crossed her arms, leaning back.

"Yes please Ma'am." He nodded, behaving himself. Gwen dropped off the bed gently to kneel before him. She leaned forward and began to gently suture his cheek. Every few minutes he'd wince and hiss.

Even though he was wincing every few moments, he kept his eyes on her. Having Gwen Stacy's face so close to his seemed like nothing more than a dream, a wish. Yet here he sat, inches from her nose, her eyes, her lips. The intoxicating scent of her lavender perfume, he was in heaven.

"There...you go." She smiled, placing the sutures down on her bed. He smiled and nodded, his puffy hair ruffled.

"Thank you."

"Ah no problem." She shrugged, going to get up and tidy. He grasped her hands and softly pulled her back down, Gwen's eyes set on him with confused concern. He shook his head comically fast, although he was being serious.

"_No, no, no_, no it is-it is, well not that it's a problem, I mean-" he huffed and sat staring at her with a _bare-with-me _smile. Gwen did, staring at him softly. "Okay...what I'm trying to say is...

"What?" She asked softly, green eyes wide on his, her mouth slightly parted.

"Everything you do for me, I don't know how to repay, you know? I guess...what I'm trying to say is...I'm sorry." He nodded, eye peering up at hers. She eyed him with concern.

"Sorry for what?"

"I broke up with you after your Father's funeral! Who does that?" He shrugged with a dry self-berating chuckle. Gwen gulped over the lump blocking her throat. "I put you through emotional hell, all so you wouldn't get hurt. _I_ was _hurting _you, to _stop_ you getting _hurt_. See how crazy that is?" Peter sighed.

"How long has this bugged you?" Gwen asked gently. He shrugged, wetting his dry chapped lips, avoiding her gaze. She sat closer, shuffling to face him, brushing hair out of her eyes. She took his hands out of his blue spandex lap.

"Hey, look at me Peter." She whispered, lacing her fingers with his. He looked at their hands intertwined and smiled weakly.

"A long time." He shrugged. He peered up at her wonderful eyes, so caring and loving. His hands fell from hers and he cupped her cheeks, thumbs caressing the soft skin. "Gwen...I've never felt about anyone the way I feel about you..."

"Wha...What are you saying?" she gulped. Gwen sighed, expecting the inevitable _I can't be with you, my promise to your Father. _

"I...I..." He took a shaky inhale and looked at her eyes, so intently that her green seemed to leak into his brown. "I _love_ you."

Gwen's eyes snapped wide open and she tried to speak, utter anything. Her mouth worked, yet her vocal chords failed her. "I...wow err." Gwen flustered, puffing through pursed lips as her eyes darted. She knew that Peter's feelings towards her were loving and that he would die to protect her, hell he gave up his own happiness, and subsequently her own too, just to honor her Father's dying wish. There was no doubt that he loved her. So why did this throw her off guard?

"Earth to Gwen, come in Gwen." Peter nervously chuckled, rubbing his neck. Gwen snapped back up, eyes set wide on him.

"Oh, sorry. Wow um...I had no idea-well I had an idea it's just hearing you say it is so different from imagining-not that I imagined it! God I umm-" Peter placed his finger over her lips, silencing her.

"It's okay if you don't feel the same Gwen. I hurt you, and it's gonna take a while to-

"I love you too!" Gwen blurted. Peter sat silently, mouth agape still. "Yeah, yeah I do, I do, I do, I love you Peter." She nodded to enforce the point. Peter scoffed a thankful laugh and smiled at her. She reopened those wonderfully huge green eyes.

"Well lucky me." Peter chuckled, stroking her cheek. Gwen giggled and leaned into his hand, smiling a content hum. The pad of his thumb smoothed across her soft skin. They sat in blissful silence, eyes locked and smiles beaming.

"Okay, look, I have this...this...idea." Peter started, Gwen overly enthusiastically and sarcastically nodding, her eyes narrowed slightly at him, _oh yeah?_ plastered on her moving yet silent lips. "How about...since it's-you know Christmas soon and all, how about we...we..."

"We?" Gwen interrupted; she comically over exaggerated and elongated the word, her lips dancing around the letters, eyebrows arched in confusion, her husky, raspy voice like sultry smoke. Peter grinned a laugh towards the floor, shaking his head comically.

"How about we go out...you know? Just get outta here and enjoy ourselves, huh?" Peter gave a toothy grin which he knew made Gwen melt like butter. She looked at him while chewing her lip in thought. She narrowed her eyes with a curl in her lips. Peter egged her on, still grinning his teeth.

"Fine, but no webs." She pointed at him, her once bulbous green eyes now narrow slits. He raised his hands in surrender, chuckling. Gwen leaned forward, initiating the kiss. Peter pressed his lips to hers softly.

She massaged his lips with her own, moans deep down in his throat as he stroked a hand through her blonde hair. Finally she pulled back, brushing her lips on his, eyes reopening and setting against his. They bumped foreheads gently and sat in content silence for a moment.

"So...where'd you wanna go?" Peter asked.

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**Author's Notes: Let me know what you guys think! Hopefully you enjoy this as much as I like writing it! - Dave**


	2. Coffee

**Author Notes: Enjoy everyone! Little more Fluff before the plot.**

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**Chapter Two: Coffee**

The two walked in blissful silence down the chilly winter street of New York. Vibrant lights swung across the sky as gusts of wind tugged on the Christmas decorations. Last minute purchases and gift ideas were obvious in the bustling street. Even with a scar along his cheek, Peter was content, feeling Gwen snuggle into the sleeve of his thick Hoodie. Her blonde hair ruffled and flickered in the snapping breeze. He could hear her teeth chattering and knew that the cold of late evening was attacking her skin.

He pulled his arm up around her shoulders and pulled her in against his warmth. The grey beanie hat on her head matched the grey of her thick sweater. The warmth of his body soothed her for now, but they both needed something to warm their stomachs.

Peter turned to the road and they both crossed. A Coffee shop beckoned them with the smell of crushed coffee beans, hot pastry and the clinking of cutlery and furniture. They stepped through the double doors and the warm embrace of internal heating prickled their numb skin. Gwen shivered with relief and Peter rubbed his hands on his face.

"You wanna Coffee?" Peter asked. Gwen bit her lip and examined the board of options held above the counter. Her eyes darted from option to option and she even bounced on her toes a few times, making Peter's heart flutter. This adorable girl was his, _she_ loved _him!_ He always valued her compassion, but to know she loved him made him happier than he had ever been.

"Erm...can I have a...ooh! No...umm..." Gwen mumbled as she tapped her creamy skinned chin. Peter blew air through pursed lips as loud as he could, eyebrows rising in feigned frustration. Gwen bobbed on her toes, begging him to make a choice for her, pouting at him.

"How about a caramel cappuccino, you like those?" Peter asked her. Gwen's overly animated facial expression made him chuckle to himself as she pondered the choice.

"Err...Yes please." She smiled. He nodded sharply, stepping up to the counter where a very patient woman was waiting.

"Hi, two caramel Cappuccino's please." He said, fumbling for his wallet. She nodded with a smile and turned to the huge machine, similar to the Ganali device in appearance.

Gwen raked her fingers through her hair and tried to sort the tangled windswept mess. Peter smirked and reached over, taking a long lock of her hair between his fingers and slowly swinging it down into her eye line. She frowned at him as he choked a laugh. With a puff of air from her lips, the blonde lock flicked up and out of her eyes. She eventually decided to just rake the curled hair over her shoulders and pull her beanie further down.

Peter pulled his frayed leather wallet out and flipped it open. Inside was his I.D, a pouch of copper change, a few creased photos of Uncle Ben and Aunt May, but slotted in the window of the wallet, was a gorgeous photo of Gwen, the photo he'd taken of her at lunch all those months ago, before they were an item, before he was Spiderman.

Gwen smiled warmly. Knowing that the most valued thing in his wallet was her photo, alongside his Aunt and Uncle made her feel more loved and cherished than ever before. Sure her family loved her unconditionally, but to have someone outside the family love her in a deeper way sent her heart spiralling.

Two coffees with cardboard sleeves sat on the counter before them, piping steam whipping up through the slots in the plastic lids. The sweet scent of caramel infused with the strong aroma of coffee beans made Gwen's nostrils beg for a succulent warm sip to entice her taste buds.

"That's five fifty five please sir." The cashier smiled, looping brunette locks behind her ears. Peter scoffed to himself at the steep price, rooting in his change pocket for some coinage. Coin after coin was placed in a pile atop the counter; Quarters, cents, dimes, all stacking up. Gwen felt for him, she could see Peter getting flustered and embarrassed with how little money he had in his frayed edged wallet. He mouthed through gritted teeth a _Come on_.

A queue was forming behind them and Gwen was seeing Peter getting very embarrassed. She knew him, how he hated to feel inadequate for her. He'd berate himself for ages about how he should be able to afford a coffee for her at least. She never expected gifts from him, and hated when he felt he couldn't. Obviously money was tight with the loss of Uncle Ben.

He slid the change to the cashier and she counted it all, turning back to him.

"That's only five fifty three sir, I need two more cents." She smiled sadly. Peter stared at her like she'd insulted his Uncle. His breathing hitched and Peter had a flashback that enveloped his ears and vision.

"_No, you can leave a penny, you can't take a penny." The large long haired man at the counter snarled. Peter stared at him dumfounded._

"_W-what?"_

"_You can leave a penny anytime; you have to spend ten dollars to take a penny, Store policy." He snapped at Peter again, light glistening off the name tag "T-Bone."_

"_You gonna pay, you're holding up my line?" T-Bone shouted at him, spittle forming in the crevices of his mouth. _

"_Look, I don't have two cents-_

"_You can't afford your milk, just step aside. What, Daddy not give you enough Milk money today?" He sarcastically smirked, aggravating Peter. _

_How dare he, he knows nothing about my parents! Peter thought, fists turning pale white with tension. _

"_It's two cents, we're talking about two cents here." Peter weakly chuckled at the insane situation. _

"_Just step aside kid!" The rotund cashier snarled, and Peter did just that. He stepped aside...and the chain of events leading from a damn Chocolate milk led to the death of his beloved Uncle. All because he hated the cashier and wanted to get some payback, because it wasn't Peter's "policy". _

Suddenly Gwen's soft hand on his awoke him, seeing the large irate queue behind them. "Peter?" She gently spoke.

"Sir? Two cents please?"

"I-its two cents...I" Peter stammered.

"Sir, I need to take two cents." The woman said, masking her frustration. Peter's teeth grated beneath his thinly pressed lips.

"I don't have it." Peter shrugged, eyeing the counter, not her. His eyes were glassy with embarrassment and upsetting memories.

"Then sir, I'm going to have to ask you to step aside." She spoke. Gwen slid two cents along the counter with two of her fingers, her eyes flaring at the cashier.

"Thank you." the Cashier longed out at Gwen, closing the cash machine with a dinging thud. Peter grasped his coffee and stormed out of the queue, left hand shoved into his deep Hoodie pocket. Gwen thanked her and took her coffee in both hands, following Peter to a small table in the corner. She could feel the eyes of all the queue goers searing into the back of her head.

He was already sat at a table, swirling his finger along the coffee cup's brim, steam whirling with his finger tip. His dark blue hood was pulled up over his long hair. His eyes flicked up at Gwen quickly, and then back down in shame. She sat opposite him in their little quiet corner, eyeing him softly, both hands around her cup.

"Hey...what's wrong?" She asked gently, leaning forward. He slapped his palms on the table weakly and rubbed his bottom lip over his top one, shrugging as his eyes scanned the shop.

"I didn't have two cents." He bobbed his shoulders, looking at her with red puffy eyes; her green eyes so full of care that it made him feel guilty for not telling her the truth. He huffed and dropped his lame defense. "The night...The night Uncle Ben died, I was out. I went to this-this small shop, and I wanted a drink. I went to buy one, and I-I didn't have two cents." He sighed. Gwen struggled to connect the dots, but Peter continued.

"He wouldn't let it go; I mean its two damn cents! Not really gonna affect the profit margin. I mean, T-Bone...wha-what kind of..." He dropped the insult and huffed. "The guy...the guy..." Peter took a deep inhale and shook his head. "Whew...the guy who shot Uncle Ben-

_Star tattoo on his left arm, long greasy blonde hair, unshaven wisps of bristly hair, stench of alcohol, blacked out glasses over his dead eyes._

Peter snapped back to the gorgeous pale face of Gwen across the small table from him, calming him as he got lost in her evergreen eyes. "He was behind me in the queue. He...he threw me the Milk...I accepted. When he robbed the store, I never helped." Peter shrugged, shame plastered over his features.

"He then went out...and shot Uncle Ben. My Uncle died because I didn't help stop the guy...because of two _damn_ cents and milk." He sighed, dropping his head in shame. Gwen didn't speak straight away, making him nervous.

"It's not your fault." She finally said before sipping her coffee. Peter peered up at her.

"What?" He mumbled.

"You had no idea, and that store owner...yeah, he was a jerk." She nodded, face scrunched in disgust. Peter scoffed a faint laugh, and Gwen had her edge in. "I mean T-Bone? What is he, a dog's chew toy?" she joked, making Peter laugh, a smile on his lips. Feeling her mission complete, she reached her hand across the table and waited for him to respond. He smiled softly, sliding his hand into hers, as if squeezing soft delicate silk.

"Thank you. I don't deserve it, but...Thank you." He sighed, smiling at her. She leaned across the small square table and enveloped his lips with hers in a warm, soft kiss. Her hair softly stroked against his cheek and she peeled back, eyes set on his.

"You _do_ deserve it." She warmly beamed. Quick to change the subject, Peter cleared his throat.

"Let's table this for now, and have a nice time, yeah?" he smiled at her, cocking his head to the side. Gwen scoffed and over exaggeratedly nodded.

"I can do that." She grinned.

"Thank you Gwen." He softly spoke, sipping his hot coffee.

"Saaaaay it..." She hummed, beaming at him. His cup slowly lowered, his lips frozen in a pursed position, trying to think of what she means. She raised her eyebrows at him. He smiled and leaned forward.

"Thank you, you're the best, I love you." He whispered gently. She giggled and kissed him on the lips, savoring the taste, the emotion, the happiness. He smiled mid kiss, feeling his lips firm and crease against her soft mouth.

"Love you too." Gwen smiled. Peter sipped his Coffee again. After a moment of silence between them, Peter spoke.

"So...How's work going at Oscorp?" He asked. Gwen shrugged while pouting in thought.

"It's pretty quiet actually. Yeah, We've cleaned up all of Connor's mess and destroyed all of his research and trials." she explained, sipping her coffee. Peter nodded and rubbed his brow, once again feeling guilty for having helped Connor's make the formula that accidentally transformed him into a titanic humanoid lizard. But he did stop him, with the help of his lovely sidekick Gwen Stacy, having made a cure to combat Connor's airborne virus.

"Anything new on the agenda?"

"Stem cell research on Brain cells. We're trying to combat Alzheimer's." She smiled, proud of her work.

"Wow. That-that's awesome Gwen." He nodded. "Quite the Brainiac." He smirked at her, sipping his Coffee. Gwen narrowed her eyes at him, tilting her head to the side.

"Oh yeah?" She chuckled in her husky voice, nodding her head sarcastically, lips parted. He shrugged at her with a thinly pressed smile, raising his eyebrows. Gwen laughed till her eyes squinted and she shook her head at him.

"But besides all that, yeah, it's been quiet. What about you? _Daily Bugle Photographer_." She announced, her voice dripping with silvery tones. Peter smiled and swallowed a laugh that bobbed his shoulders.

"Money? good...ish. Being Freelance? Great. Boss? Spiderman hating, cheap, angry man." Peter growled. Gwen gave a half smile at him. "Jameson just..._argh_, you know?" he sighed.

"But other than that...good right?" she said in a tremulous tone. Peter rolled his eyes and nodded. "Oh come on, you take a couple of photos of yourself all...you know..._dressed up and Spiderish_..." she whispered across the table. "...Then give it to him and accept the money!"

"Yeah...I guess." He shrugged with a smile to her. Gwen chuckled and peered around at the shop to the door. Inspiration arrived, as an idea hit her.

"Come on, shall we go see the tree in Times Square?" She smiled, getting up and gesturing towards the door with a head tilt. Peter chuckled and couldn't help the genuine smile on his face.

"Sounds great." He nodded, getting up, sipping his coffee and offering his arm, which Gwen snuggled under, against his torso. He and she headed out of the shop and down the biting cold street of night time New York.

After a while they both started walking independently, both of their hands deep in their pockets. Discarded coffee cups slung in a dustbin and only the night ahead occupying them. Her curled long hair fell over her shoulders after each billow of cold wind. Peter turned his eyes and admired her.

There was so many ways to say it: Gwen was beautiful, drop dead Gorgeous, stunning, so many options. He smiled at how this absolutely fantastic woman with a great sense of humor, stunning looks, amazing figure, and brilliant personality loved him. He was a lucky guy, and he knew it. He took his right hand out of his pocket and held it by his side as he walked the curb alongside his girlfriend.

Before too long, warmth filled his palm and he smiled, looking to his side to see Gwen's fingers intertwined with his. He pulled his hand towards his torso, Gwen with it, and with a fit of giggles she bounced off his shoulder. His thumb run along her soft knuckles and a wave of pure bliss enveloped him. Sure he felt guilt everyday on from Uncle Ben's death and from Captain Stacy's, but right now, he was happy. Happiness was a rarity for Peter Parker, and now that this ray of blonde haired beauty had lit up his life, it was becoming more common.

"Hey, look...I'm sorry-the coffee shop. Sorry about all that." Peter sighed, rubbing his brow with a free hand. Gwen squeezed his hand and looked at him with a smile across her pale smooth face.

"Don't be."

She rested her head on his shoulder and sighed contently as they rounded a corner to see the huge expanse of Times Square. People filled the Square but there was still plenty of room to manoeuvre care free. In the center was a massive pyramid of Evergreen, laden with dustings of snow, bright multicolored lights and rotund shiny baubles. The huge Christmas tree reflected speckles of rainbow lights onto the shimmering glass of the maze of skyscrapers, like galaxies of color swirling in the breeze.

"This is gonna be a much better Christmas than I thought it'd be." Gwen said quietly as she hugged his arm. They came to stop by the frozen hand railings under the titanic tree of light, leaning their backs along the cold metal. She slid from Peter and stood on her own, looping her foot over the other as she crossed her arms and lent against the rail. Peter stuffed his now free hands in his pockets and peered at her with a lop-sided grin.

"Wha-what d'ya mean?" Peter asked, admiring her golden veil of hair as the Christmas tree lights seemed to give her an alluring glow. Her eyelids batted and she peered up from the floor at him, shrugging.

"I thought I was gonna be alone."

Peter sighed and his smile faded to a frown of guilt. He forgot about how he pushed her away, courtesy of her Father's dying wish. How she'd turned up on his door in a maelstrom of heaving rain, mascara running down her soft cheeks in rivers of upset. How she'd asked him why he wasn't at the funeral, and how he'd told her he couldn't be with her. But Gwen wasn't stupid, and she saw the truth instantly.

"I'm sorry." Peter mumbled, peering up at her and licking his lip once. Gwen adjusted her beanie hat and ruffled her hair, looking at him intently. "I'm sorry I did that to you." She smiled warmly and slightly sadly, looping her fingers with his. She never said it, but the gesture alone told him she forgave him.

Quick to keep the night full of joy, he clicked his fingers and brightened his expression, startling Gwen with the sudden emotion flip. "Okay-okay, how about I make it up to you...Christmas Eve?"

"What'd you have in mind?" Gwen giggled, biting her bottom lip and widening her eyes on his face. He shrugged and looked around at the bustling people.

"Surprise." He smirked at her, Gwen rolling her eyes but chuckling gently.

"You _know_ I hate surprises!" she softly thumped his shoulder, Peter laughing at her.

"That's the fun of it!" he smiled, the happiest he'd ever been. Gwen sucked in her laughter at the beeping in her pocket. She growled and pulled her phone out, gulping at the caller I.D.

"Uh oh...Mom." She winced, lifting the phone to her ear, curling a curtain of blonde hair out of the way. She inclined her head towards the phone and rested her right arm across her chest and under her left elbow, sighing. Peter smiled at her and turned to look upon the huge glimmering tree.

"Hey Mom I-...what? N-no, I'm not out on a date! W-why? Mom, Peter _was_ nice to me...No he did not _dump _me!" Gwen animatedly shouted at her phone, pacing slightly. Peter sighed and lent his elbows on the railing. To know even her mother hated him for what he did hit home right in the heart. He drifted out of his self loathing to hear Gwen arguing.

"Grrrah! I told you I am not on a date! What? What do you mean? No Pe-he-Can I just-Mom!" Gwen moaned at the mobile in her hand. Peter smiled at her, all of her many emotive expressions. Her crumpled button nose and scrunched brow, flaring eyes and snarled lip. Even angry she was adorable.

"Fine! We'll talk about it tomorrow! When will I be back? Why?" Her eyes snapped wide and she lifted her sleeve sharply, astonishment on her face at the angle of the clock hands.

"One in the morning?! Uh, I'll be home soon. Bye." She sighed, hanging up. Peter smiled at her, hiding the boiling laugh he wanted to chortle at her pouting lip, frowning eyes and scrunched nose.

"Argh, Mom's going to kill me!" She huffed, staring at her feet. Peter stepped forward and brushed his fingers through her hair, making her look up. His fingers grasped the brim of her beanie hat and slowly pulled it down, Gwen raising an eyebrow.

"Let's just cover...this...frown." He said, pulling the hat down over her eyes, nose and finally lips. He heard a chuckle inside and she quickly pulled the hat off, ruffling her windswept locks. She quickly lunged forward, pulling that hat down over Peter's head in one quick motion, his face hidden behind cotton.

"Come on, I'll take you home." A muffled voice said within the hat, Gwen giggling. Slowly Gwen stepped closer. She pulled the hat lip up slowly up to his nose and softly kissed his lips. Her lips gently merged over his top lip and she kissed him passionately. The taste of her was intoxicating; the smell of her lavender skin and hair, all of it sent waves of crashing ecstasy enveloping his fluttering heart. Nobody but Gwen could melt his knees like this. Slowly she peeled away, both panting for breath.

Peter ripped the hat off his head and set his wide eyes on her. "Okay, we need to do that again! B-But me in my Spidey gear, upside down...in an alley."

"Keep dreaming Bugboy." She rolled her eyes and took his hand, leading the love struck man away. "Now take me home!" She giggled. Peter obliged, striding off with her into an Alleyway and soon swinging high above the city from a stream of Biocables, Gwen latched to his chest tightly. The cold air licked her face and ruffled her long blonde hair.

She peered down passed her feet at the disorientating vertigo of streets and speckles of car lights. She peered up at Peter, who was concentrating on gently swaying from Biocable to Biocable with a swoosh. She had her arms wrapped around his neck, so she used her arms to pull herself up and peck his cheek. He peered at her and smiled.

"Thank you." She sighed contently, lightly enough to just be heard. He smiled happily and continued his stride of swings.

Finally they landed atop the frozen fire escape by her window with a gentle thud. He shimmied her window open and let Gwen fall in gently. He stepped in and shut the window behind him, blocking the howling cold winds.

"So umm...I'll see you...Christmas Eve, yeah?" Peter stammered, rubbing his neck. How could a man who swings on cables across the New York skyline get flustered this easily? The blonde beauty Gwen Stacy seemed to have that power.

"Yeah...sounds great...what little I actually know." She deadpanned at him. He gave a big toothy grin and Gwen burst into giggles. "See you then, I guess." She shrugged with a sigh. Peter leaned forward and met her lips with gentle passion. Gwen wrapped her arms around his neck and deepened the lip smacking, Peter raking his hands through her hair.

"Gwen? You home?" sounded the mothering voice of Helen Stacy. Gwen and Peter parted with a dry whispering chuckled between their barely parted lips.

"Can't get five minutes..." Gwen whispered with an eye roll "yeah, I'm home!" she shouted, Peter wincing from the sudden volume change.

Peter's spine tingled and his cerebrum jolted with a warning. All his nerve ends seemed to sizzle and all his senses enhanced. His spidey sense had kicked in. Just as the door handle to Gwen's room began to slowly twist, He shot a web behind her armchair and pulled, sliding across the carpet floor and hiding behind. Gwen quickly pulled her grey sweater and under top off, revealing her pale creamy skinned toned stomach and black bra.

Gwen's Mom opened the door and Gwen made a Shakespearean act of covering her body. "Mom, I'm getting changed! Knock, jeez!" She feigned disgust on her scrunched up face.

"Oops! Sorry Gwenny!" She closed the door sharply. Gwen pulled her white top on and sorted her hair, looking out the corner of her eyes at Peter's face, chin resting on the arm rest.

"Go to acting school for that one?" He gave a lop sided grin. Gwen stuck her tongue out at him and straightened herself up.

"Shut up, and stay put. _Capisce_?" She hissed, pointing at him as she neared her door. Peter raised his eyebrows and slowly reeled his head down behind the chair. Gwen huffed and turned to the door, opening it halfway.

"Hey Mom! Sorry I was so late." She over exaggerated each word, hands sandwiching the door.

"It's...okay. Was somebody in there with you?" she tried to look passed Gwen into her room but she blocked the view.

"Wha? Pfft, no! Of cour-no!" Gwen overacted. Helen raised an incredulous eyebrow and tapped her foot, arms crossed. Gwen drummed her fingers on the door.

"So...I'm gonna go to bed Night!" Gwen said brightly and incredibly fast, slamming the door, leaving Helen gobsmacked. She shook her head and sent herself off to bed, still questioning her odd daughter.

In her room, Gwen turned and frowned at Peter sat in her spinning chair, tapping away at her computer. She huffed and crossed her arms, drumming her fingers against her biceps.

"What are you doing, Parker?" She said.

"You look good." He gulped, avoiding her eyes as his blush deepened, staring at the computer screen. Gwen raised an eyebrow that quickly shifted to a look of shock. She had just removed her shirt in front of him.

"oh...yeah. Well you know, you go to the gym, eat right, look after you bod-

"Here, in this photo of the debate team, remember when I took that?" He said, pointing to her monitor.

"Oh...I thought you meant...never mind. Thank you." She walked over and rested her arms on the back of the seat.

"You looked incredible a minute ago." He mumbled, Gwen shaking her head but smiling at the compliment. "You always look incredible." He continued to mumble, scrolling through photos. She leaned forward and kissed his ear.

"Thank you." She smiled in his ear. "What are you looking for?" She asked at his fast scrolling.

"Nothing." He shrugged. "Just you know...scrolling."

"Well stop. _I _have to get to bed." She huffed, walking to her bed and pulling the lip of covers back. Set out in a neat pile was a pair of grey sweat pants and large pale grey t-shirt. He smiled warmly at her and nodded, getting up and grabbing his bag, slinging it over his shoulder.

"I'll umm...see you on Christmas Eve then. Sleep tight Gwen." He smiled, brushing his lips to hers.

"Can't wait." She breathed. He nodded and kissed her once more, then turned towards the window.

"Love you." He smiled. Gwen's heart skipped a beat and she raised her finger, curling the tip, beckoning him over. He obliged. She kissed him incredibly softly and passionately, massaging his lips with hers. They parted and she looked up at him.

"I love you too Peter." She whispered. Peter smiled warmly and they simply held each other for more than five minutes. Finally she gently pushed his shoulders away. "Come on, time to go, I need to go to bed, and so do you." She pointed at his chest. He nodded and made his way onto the fire escape.

"Sleep well Gwen. I'll see you on Christmas Eve." He smiled.

"Yeah...Can't wait." She bit her smiling lip. Peter swung off into the night and Gwen closed her window.


	3. Your Friendly Neighborhood Spiderman

**Chapter 3: Friendly Neighborhood Spiderman**

The next day, Gwen sat at dinner, idly using her fork to flick the gravy dampened Broccoli around the dish. Her head lay on her left palm and her elbow propped on the table. With her hair hoisted up into a messy ponytail and wearing sweat pants and a white top, she'd spent the day lazily watching television and writing her English report, now eating dinner with her smaller family.

A large hole was evident in the Stacy family, her Father's chair empty at the far end of the table. Helen sat in her usual seat beside her Father's and both her younger brothers sat beside her. Gwen was opposite, staring at her half empty plate.

"Gwen, remember that we have to go to your Aunt Sarah's wedding this weekend."

"We do?" Gwen huffed, pouting to herself.

"Yes, we do. It'd be nice to get the Stacy family together again and have a good time. It's a happy occasion and I want us to be there for your Aunt." Helen scolded her blonde daughter. "Simon, Phillip, you are coming as well; we have to go pick out some tuxes for you." Helen pointed her fork at the two younger boys. They both moaned and pulled frowns. Helen chuckled weakly at them.

"Why doesn't Howard have to go?" Simon moaned, shoulders sagging. Helen scoffed and shook her head.

"He's on that Christmas school trip for his year, remember?" Helen rhetorically smirked. The boys huffed as their argument train wrecked.

"Oh, Gwen your Aunt said that you can bring a plus one to her wedding, that'll be fun!" Helen smiled. Gwen's eyes snapped up at her mother across the table. "I was thinking you could invite your red haired friend, what was her name...Mary Jane? She seemed nice." Helen smiled, biting her fork of carrot.

"I want to bring Peter." Gwen blurted, regretting it upon seeing her Mother's face. Her fork lowered slowly and her chewing ceased.

"Wha...what?" she uttered, both the younger brothers watching the events unfold between big sis and Mom, heads flicking left to right as if watching a heated match of tennis. Gwen bit her lip and huffed.

_No turning back now._

"Me and Peter are...we're back together." Gwen shrugged with a nervous smile. Helen's face was unreadable, simply staring at her daughter across the table. Gwen raised an eyebrow and peered at her two younger siblings. Both of them shrugged at her.

"So...You and _Peter Parker_...are back together." Helen mumbled. Gwen nodded with a smile. "Do you like being hurt Gwen?" she blurted, Gwen rolling her eyes and taking a bite of carrot.

"Mom, Peter...we talked through it."

"Pfft, please..." Helen scoffed sarcastically.

"Hey!" Gwen snarled her lip, insulted.

"He broke up with you on your Father's funeral! What sort of man does that?"

"He did _not _dump me." Gwen deadpanned, animatedly biting a piece of chicken, eyes never leaving her Mother's. Helen huffed and shook her head.

"Gwen, look, you are young, smart and beautiful! You can have anyone you want. So why Parker?"

Gwen sat quietly for a few seconds. She'd had enough of her mother spewing vile about Peter. She regretted her venomous stewing to her Mother after their break up, feeling so many emotions that the random wheel of selection landed on anger. She soon enough calmed her anger towards Peter, the man who kept his promise to a dying Father. However Helen, being the overprotective Mother she was, hated Peter for doing that to her daughter.

Helen however didn't know the full story and never could. That Peter - Spiderman - was with George Stacy as he slipped away, that he was keeping a promise to a dying man to keep his daughter safe, even if it cost him his own happiness.

So sure, from her point of view it looked bad, and Gwen could hardly explain that Peter had forcibly sealed a promise to leave her alone. But this was the last straw.

"I _want_ Peter." she shrugged. "He gets me. We have chemistry, we have history, we're happy together. Peter's nice to me, he looks after me-

"Gwen-

"_Be-lieve_ me." Gwen raised her palms to emphasize the point. Peter had a habit of following her as Spiderman all through their emotionally draining time apart, like a silent guardian. Gwen shook her disgusted head at her Mother's barely acknowledging expression. She scrunched her nose like a bad smell had lingered into her nostrils, pushing her plate forward.

"You know what, suddenly I'm not hungry." Gwen huffed, dabbing her mouth with her napkin. Helen sighed and rubbed her brow.

"Gwen, I'm just-

"No, you're not...I-I don't wanna talk about this anymore." Gwen shook her tired head. It was so tiring arguing with Helen Stacy.

"I don't want you seeing him anymore. It's for your own Good Gwen." Helen said – snarled. The action completely blindsided Gwen, making her stagger, and her huge green eyes began to sting profusely. Simon and Phillip gulped. "Gwen sweetie, he hurt you, I saw how..._broken,_ for use of a better word, you were honey. I...I don't want him putting _my daughter_ through that again."

Gwen shook her head and tried to gasp to herself, her mouth formed into an almost gagging expression as she fought back the tears. She left the table and quickly paced to her room down the hall, eyes tearing up at the situation and the photo on the wall. Helen sighed and rubbed her brow, both Simon and Phillip dead silent. Gwen slammed the door to her room and sighed, wiping the tears pricking her eyes with her palms.

...

Sunset over New York: It can't be beat; the auburn sun dusting the horizon in sparkling gold light, a canvas of watercolor behind it, purples and pinks, oranges and red, all merging into one indescribable color, the sheen of color licking the forest of skyscrapers with the musical hum of car horns, Christmas tunes and thousands of voices, a few flurries of snow falling up past my chin to my brow.

_I should probably mention the fact that I am currently upside down on the tip top of the Empire state building, but hey...I'm Spiderman! _

Peter turned his masked gaze from the upside down reflection in the mirroring glass and arched his head upwards, peering up at the sky of tarmac and yellow cabs. A humming sizzle hit his nerves and his brain enhanced all of his senses. His large white eyes of mesh and fabric widened at the street.

"All units, we have a robbery in progress. Armed assailants are attempting to flee via... Dump truck." Peter heard the female dispatcher speak over the police scanner. He watched the muffled commotion of crashing cars and car horns as a massive yellow dumper truck slammed through the standstill traffic, flashing red and blue lights in pursuit.

"No place like home." Peter huffed, pulling his suction cup like hands from the glass and falling from the tower towards the ground below. The free-fall sent chills of cold air whipping across his spandex skin and rippling the tight fabric. His hands pressed to his side and legs tight together made him dive faster, terminal velocity achieved. The cold air sunk through the fabric of his mask and cooled his hidden skin.

As he reached the tenth floor of the Empire state building on his fast track way down, he lifted his arm, aimed his wrist and shot a Biocable across the skyline, sticking to a nearby brick structure. He pulled himself up out of the dive, feet held out in front of him and both hands on the cable. His feet skimmed the tarmac and he barely avoided clipping wing mirrors. He swung from cable to cable through the streets of Manhattan, smiling to himself as he heard onlookers shrieking "Spiderman!"

Soon enough he saw the parted sea of smashed cars and debris, the massive Dump truck crushing its way through Manhattan. Sirens blared in pursuit and the closer Peter got, the crackling gunfire rattled louder. He swung up from the cable, releasing and somersaulting through the air, leveling back out and shooting two webs to nearby street lamps. He pulled on the stretchy cables and slingshot himself forward, flying over the police cars, rolling his body through the air almost in slow-motion as bullets whizzed past him. To stop gravity from pulling him to the ground, he shot another web and swung by the Dump truck, seeing the driver and two other armed robbers, all wielding Kalashnikovs.

He swung up over the truck, latching to another web. Suddenly, a vibration in his tight pocket jolted him. He reached in with a free hand and pulled his phone out, flipping it open.

"Y'ello!" He said swinging across Manhattan with a free hand, eyes still latched onto the unstoppable truck, crushing traffic. Then he heard sniffling and crying on the phone, making him stop swinging and latch to a wall.

"Gwen, what's wrong?" He asked softly. She continued to gasp and cry. "Hey, hey slow down- uh oh!" He quickly pressed his palms to the wall and pushed himself off the wall as a spray of bullets cracked the bricks like brittle clay. He tilted his head and wedged the phone between his shoulder and masked ear as he swung to avoid the bullet fire.

"My Mom is _such_ a _jerk_!" Gwen heaved.

"Can I err, call you back honey?" He winced, ducking and swinging past Automatic gunfire.

"I-Is this a-sniff-bad time?" She croaked.

"No-no, no-whoa!- of course not-jeez, watch the suit!" like having two personalities bickering, he tried to avoid gunfire and annoying his upset girlfriend.

"I-sniff-can-sniffle- call you back." She whimpered. Peter sighed and swung up over the truck, the robber on top reloading his rifle.

"No, you're upset, what's wro-uh-oh." He narrowly avoided another spray of gunfire that doused the nearby buildings and glass windows. "Yeah, I need to call you back, sorry Gwen."

"It's...its okay." She sighed, hanging up. Peter growled and stuffed his phone away, now fully concentrating on the dump truck that was smashing its way through traffic. He released the web sling, using the momentum to somersault through the sky and cold winter air.

"It's your _friendly_ neighborhood Spiderman!" he cheered, swooping over the truck. "Wait...or is it..._Your_ Friendly neighborhood Spiderman? Your Friendly _neighborhood_ Spiderman? No...that's not- whoa!" He swung around the truck narrowly missing AK-47 gunfire.

Suddenly his Spidey sense flashed and he peered up at the next Junction. As if seeing the future, his mind slowed time to an hour a second and it assessed the situation: A group with small children crossing the road, hand in hand, a bus of pensioners slowly idling towards the junction from the left, and the Dump Truck hell-bent on escape. Almost instantly, Peter knew what to do, swinging up over the dump truck and towards the Junction.

With seconds to spare, he swooped down, webbing the mother in front's hand and pulling her to the curb, the train of children holding her hand pulled back with her. He landed on his feet and shot two webs into the backs of both the other family members, pulling them back to the curb just as the huge wheels of the Dump truck crushed the crossing.

"Thank you." The mother wheezed, Spiderman nodding as he lunged up and into the air via webbing. He saw the bus inches from the Dump truck and leaped onto the side of the truck, punching through the glass of the cabin and pulling the steering wheel to the left, sending the massive truck rolling past the bus. Crisis averted. "Your friendly neighborhood _Spiderman!" _Peter whooped.

"You need to pay attention to the road!" Peter commented, shaking his head at the robber. The tattooed and scarred man lifted a pistol up to Peter's masked face.

"Oh no! My second biggest fear, small guns!" Spiderman sarcastically pretended to be afraid, overacting in shielding his face. Quickly he slung a web to the gun and pulled it up and out of the criminal's hand. Astonished, the man watched his chrome gun skip along the pavement.

"You know how much trouble you've caused? Not only did you destroy half the city, but you made my girlfriend pissed at me!" Peter looked up sharply at the other robber aiming the rifle at him. He webbed the curved magazine and pulled it clean out of the gun, swinging up over the man and clattering the gun mag against his head, knocking him out cold. He fell into the massive tray of the dumper.

Peter turned and saw the third gunman wielding another rifle. "Hands in the air!" the man snarled. Peter shot his red and blue clad hands up and surrendered.

"And wave em like you just don't care?" Peter said with a hidden smirk as he shot two webs to the man and latched them to the passing lamppost. The man cried out as he hung from the lamp, struggling in the webbing.

"One left." Peter sighed, walking across the Dump Truck roof and punching through the cabin ceiling, pealing the metal apart and pulling the assailant out from the steering wheel, the truck grinding to a halt. Police cars boxed the massive truck in and lights flashed all around in the dying light of day.

Spiderman webbed the driver and the unconscious assailant to the truck wheels, the other man being pulled down from the lamppost, eight huge bags of money at the truck's rubber Tyre feet. By the time the police arrived, Spiderman was long gone, swinging off into the city.

...

He landed atop the fire escape with a gentle thud. Peering through the frosted glass, he pulled his mask off and tapped his knuckles on the glass. Moments later the window lifted and he was met with a red puffy eyed Gwen, mascara running down her cheeks. Her hair was ruffled and she was wearing her baggy grey pajama clothes.

"Hey..." Peter whispered gently, rubbing his thumb across her cheeks, wiping them clean. She smiled weakly and stepped back, allowing him access to her room. He shuffled in and set his rucksack down by her chair. She watched as he turned his back and unzipped the bag. Eager to see what he was hiding, she peeked round his side, seeing nothing but a chrome zipper clinking.

He spun around and held his hands behind his back. A playful smirk on his face made her chuckle and wipe a pair of prickling tears from her eyes.

"Pick one." He whispered softly. She sniffled and wiped her eyes clean again, focusing on his face.

"W-what?" she managed. He shrugged his shoulders and eyebrows.

"Pick a hand; Left or right." He smiled. She scoffed and sniffled.

"O-Okay...erm...I pick..." She sniffed, waving her accusing finger around, till finally she settled on a choice and pointed. "Left."

Peter nodded and pulled his left hand around from behind him, a flash of deep red that livened up her glum room. A huge bouquet of red roses appeared before her in his outstretched hand. The scent of their perfume petals made her heart skip a beat and she accepted them gratefully, nuzzling her nose in the petals. Gwen took a deep inhale, her nose on fire with the ferociously powerful rose scent.

"Awe...thank you Peter." She said softly, watery eyes set on him.

"Right hand?" He smiled, shrugging again. She smiled widely and hugged the roses to her chest, nodding towards his hand. He pulled his right hand out from behind his back, in his grip a box of luxury chocolates. She mouthed an "Aww" and lowered her shoulders, peering up at him with love.

"Thought I'd give you a visit, not a phone call; what's wrong sweetheart?" He asked softly. Gwen smiled and sniffled at the kind words and gifts, happy he was here. She huffed and set herself down in the office chair, staring at the roses in her hands.

"My Mom...she...she said I can't see you anymore." Gwen shrugged, teary eyed. Peter's eyes widened and he swallowed over the lump in his throat. "...said you hurt me really badly, and that I can't go through it again." She mumbled, avoiding Peter's gaze.

"Oh...I...I..." Peter gulped. He rubbed the back of his neck and gently placed the box of chocolates on her bed. He wet his top lip with his bottom one and took a deep shaky inhale through his nose, his heart palpitating. "Sorry...so, so, sorry...god..." Peter huffed to himself, pacing on the spot. Gwen peered up at him, blinking the tears off her long lashes.

"Why are _you_ sorry?"

"I hurt you...It's _my_ fault." He sighed. Gwen's eyes watered and her lips trembled.

"No...No, don't do this again, you _can't_ do this again! You can't leave me _again_!" Gwen heaved. He dropped to his knees before her and rested his hands on her thighs.

"Hey, hey I'm not going anywhere, okay? Gwen, look at me." He said so softly, so gently it soothed her ears. Tears pattered on the red petals in her lap and she sniffed, looking up at him with sharp gasps. He wiped her eyes clear with his thumbs, running his hands along her cheeks and cupping her chin. "I am _not_ going anywhere, okay?"

"O...Okay." She hiccuped. He smiled and rubbed her cheeks, Gwen smiling weakly. "But my Mom, she won't let you near me."

"Romeo and Juliet, huh?" Peter rolled his eyes, Gwen chuckling very faintly as a few stray tears dripped over Peter's fingers. He nodded quickly, almost comically as he licked his dry lips and shuffled on his knees. "Okay-okay, what if I...what if I come over one day and...explain myself." He huffed, taking a hand from her cheek to rake through his thick hair.

Gwen peered up at him, wide eyes glassy with tears still. "Y-You'd do that? H-How?" She asked, sniffing as she straightened up and tidied her hair, wiping her eyes. Peter sat back and huffed, shrugging.

"I-I can't tell her the truth, Gwen, I can't. I can't tell her I was there as...as...He made me promise... to stay away, but I can't, I can't stay away from you!" He whispered loudly, almost a hiss. Gwen sat wide eyed. She knew he felt that way about her, but to hear him announce so powerfully that he _physically_ can't be away from her.

"Then we tell her something else, I guess."

"You deserved better." Peter mumbled. Gwen nodded.

"Yeah, something like that." She shrugged.

"No...That's why I did it, besides the promise. Y-you deserve better." He shrugged, avoiding her gaze. She lifted his chin.

"I've got better. I've got you." Gwen smiled, pressing her lips to his. He savored her taste; despite her tear wet cheeks rubbing against his as they crushed their lips together. Slowly they peeled their swollen lips away and panted for air, inches apart. She rested her forehead against his.

"I'll get changed." He chuckled, peering down at the red and blue spandex suit he was clad in. Gwen chuckled an airy laugh and pulled her head away from his.

"Mom went out a few hours ago. You can get changed in the bathroom if you want." She smiled as he stood up, grabbing his rucksack. He nodded and thumbed over his shoulder to her door.

"Down the hall?"

"On the right." She smiled at him happily, her eyes free of tears, though still red and puffy. He nodded once and opened the door, padding quietly to the bathroom, careful not to wake up her brothers. Gwen shuffled from her chair to her bed, a slight bounce on the springy mattress. She smiled a toothy grin at the box of chocolates and flowers.

_Extra boyfriend points, Bugboy!_

She flipped the lid off and removed a round chocolate between finger and thumb, biting into it. She savored the taste of sweet nectar and looked up at the bedroom door, awaiting her loving boyfriend. Her heart raced and she smiled genuinely for the first time that day.

...

After a while he returned, pulling a white T shirt over his broad torso. As the neckline of the shirt pulled down over his head, his hair ruffled and frayed into the mess that was Peter Parker's hair. Gwen giggled gently with a sniffle and bit into another Chocolate.

"Hey, I wasn't supposed to see you till Christmas Eve!" Peter huffed, rubbing his face. Gwen pouted an "Aww" sarcastically.

"Okay...well I guess this doesn't count. Think of it as a...service." She shrugged, happy with the excuse. Peter scoffed and shook his head at her.

"A Service? w-what like a prostitute?" Peter chuckled at Gwen almost choking on the chocolate thanks to the rising laugh he had put in her throat. She gulped it down and let herself laugh, a sound that was like pure gold to Peter.

"God, you suck!" she said, coughing still from the almost choke attack. He plopped down on the bed beside her with a bounce, Gwen shaking her head at him, unable to hide the smirk. She gave him a playful shove to the shoulder, Peter rolling away slightly, rolling back and wrapping his arms around her. Gwen erupted in a fit of giggles and had no choice but to roll with him as he pulled her.

"Peter!" She laughed as he hugged her to him. They both rolled off the bed to the carpet floor with a thud, still laughing hysterically in each other's arms. They soon calmed and stifled their laughter as to avoid waking her brothers. Their laughter all but died and their panting soothed to calm yet nervous breaths. With her lying on top of him, both lost in each others vibrant eyes, there was only one way this embrace was going to end as she brought her lips down on his, melding with one another, hands roaming over each other.

A growling moan in Peter's throat rumbled and she pealed her lips off his, eyes opening to meet with his. "Thank you." She whispered, sliding her hands up his shoulders and behind his head. He smiled and kissed her nose gently.

"No problem." He smiled, hugging her tight. Her blonde hair tumbled down her shoulders and onto his. They lay like that, her on top of him on her carpet floor for ages. He played his her hair, her hands smoothing down and up the nape of his neck. Blissful silence was comfortable between them. Gwen shifted and smiled at him.

"So...you like Weddings?" Gwen asked. Peter's eyes snapped wide.

"W-w-w-w...Why? He mumbled. Gwen scoffed and rolled her eyes.

"Not us, you eight legged freak!" She cackled at his frown. "No, It's my Auntie's. It's at the weekend and the whole reason for the fight with my Mom was because I said that I wanted...to take you." Gwen gulped. Peter nodded and licked his dry lips as he traced circles along the small of her curved back.

"You want to take _me_?" He asked incredulously. Gwen shook her head with a scoff.

"Well, _duh_!" she stuck her tongue out the corner of her mouth and made herself go cross-eyed. Peter laughed at her ridiculous face inches from his.

"I don't want to start some kind of family war." He muttered.

"You won't. Please, I need to have some fun at this thing and it'll be sooo much better with you there." she begged.

"But your Mom?"

"Aww, please? Please, please, pretty please." She said between light kisses to his neck and jaw. He sighed and chuckled.

"As long as I don't get lynched by the Stacy's." He mumbled, hugging her tighter.

"Yay! This is gonna be so much fun. Oh...You'll need a suit." She said, patting his chest as she sat up off of him. He opened his mouth but Gwen beat him to it. "...and not your Spidey suit!"

"You're telling me this now?" He sighed, propped up on his elbows. Gwen shrugged, perched on her knees looking down at him. "Okay I'll see if Aunt May has one of Uncle Ben's old suits." He ruffled his hair. Gwen smiled.

"Thanks."

"No problem." he swatted a hand.

"For everything. You really came to my rescue today." She warmly beamed. He sat up and pressed his lips to hers softly. They pealed apart and looked upon one another.

"Spiderman will always come to your rescue." He smiled. Gwen shook her head.

"I didn't say Spiderman. I meant Peter Parker." she softly spoke. He smiled and captured her lips again. They both intensified the kiss and soon enough they both fell back to the floor, hands sliding over one another and lips meshing together in loving passion.

* * *

**Author's Notes: I know, I'm a big old softy! Hope you enjoyed! Next chapter should be interesting. Stay tuned and please review guys, I love to hear from you, even if it's a word or two. Gives me the inspiration to carry on this story! - Dave**


	4. You are mine and I am yours

**Author's Notes: New Chapter! Enjoy guys it's a long important one. Hope you like ;)**

* * *

**Chapter Four: You are mine and I am yours**

Peter huffed in defeat as he let his neck muscles loosen and gravity pull his forehead down to the desk with a thump. Bunched up around his feet and the plastic wheels of his desk chair was his Spiderman suit. It was the same suit he wore when fighting Curt Connors during his lizard metamorphosis and Ganali attempt to change the genetic makeup of humans, tailored to the cold blooded. He'd thanked Gwen immensely for her bravery of staying inside OSCORP tower despite the Lizard being there too – and despite disobeying what Peter told her to do - , and for developing a cure for his bio-chemical weapon. She was amazing.

He lifted his head from the table and stared down into the eyes of his Spidey mask. The golden reflective lenses were chipped and cracked, the honeycomb pattern within them dashed and split. The red scale-like fabric was torn and frayed, even charred in some darkened spots. The blue was beginning to tear away from its seams, and the sculpted black spider on the suit's pectorals was slowly peeling off. Needless to say, the suit was on its last legs. He needed to make a new one, a better one.

The miraculous irony of Peter Parker was that he could build small compact Biocable slingers for both wrists, yet had trouble grasping the concept of stitching. It was a miracle the suit survived the combat with Connors, let alone the months afterwards, fighting criminals with knives, guns and even rabid dogs.

Peter scooped up the mask and sighed, running his finger tip along one of the chipped lenses. He held the mask tight and stretched it slightly, looking at the black webbing patterns peeling off the red spandex.

He needed help, but couldn't ask Aunt May. He shuddered at how that conversation would go.

_Hey Aunt May, can you help me fix my Spiderman suit?_

_What?! _

He ran a hand through his long hair and puffed air from his dry lips. Dropping the mask on the desk face down, he got up from his chair quickly, leaving it to spin a few times on its hinge. He picked up his suit, holding it up before him. The bright light from outside the window seeped through the holes, tears and rips across the red and blue suit. Like dust filled fingers of light, the beams poked through the suit revealing its worn sorrowful state. He could only ask one other person, and he said once again that he'd see her on Christmas Eve...which is tomorrow.

He gulped and sighed, shaking his head. He needed a new suit, and Gwen was smart, brilliant and definitely good with designs.

A few weeks after developing his new found Spider powers, during English class, he peered over Gwen's shoulder and saw her idly sketching away at the corner of her pad. She was distracted, which was new, since Gwen Stacy always paid attention.

By this point Peter was still on the hunt for Ben's killer, donning a red balaclava with sunglasses as his disguise. He narrowed his eyes at the small Biro drawing of a red and blue man. Something about it stuck and he left school that day content on the design for his new suit, his new persona...the face of Spiderman.

Back to the present, he flung the now ruined suit on his bed and flicked open his phone. He clicked a few buttons and before too long had the phone pressed to his ear.

"_Come on, come on, pick up, pick up, pick up..."_ he whispered, almost mimed.

_One dial tone, two dial tone, three-_

"Peter? What's up?" Gwen asked. He sighed contently with a smile at her soft voice and shrugged, even though she couldn't see.

"N-nothing, just wondering-what are you up to?" Peter tripped over his words.

"Right now? Nothing much. Picked out my dress for my Aunts wedding." she said in a nonchalant tone of voice. Peter grinned and sat on his bed, flicking his free hand at the frayed and ruined spider suit.

"Oh yeah? You like it?" he asked, rubbing the underside of his jaw line.

"Urgh." Gwen mumbled on the line with disgust.

"Urgh? Why urgh?" Peter laughed, falling back on his bed with a smile, phone still to his ear.

"I look like some kind of..._cotton candy disaster!_ Why do the bridesmaids have to where pink, of all colours!" she moaned. Peter cackled and shot a web from under his Hoodie sleeve to the can on his desk, reeling it back and into his free left hand.

"Cotton...Candy...disaster? That's what you chose to go with?" He grinned while his chest vibrated with laughter.

"Oh I'm sorry I didn't have the...the...the dictionary of Cotton candy insults!" Gwen sarcastically laughed down the phone. Peter giggled and shook his head as his grin spread. He cracked the can open and swigged it back, gulping while Gwen talked.

"I'm sure you look beautiful." He said, receiving silence.

"Thank you Peter. But you know how much I hate pink. I hate wearing dresses, let along pink ones!"

"See, I don't get that." He sat up, shaking his head with the phone.

"Get what?" She asked incredulously.

"You don't like wearing dresses. I remember seeing you in that dress you wore for prom. You looked _stunning_."

"Urgh. It hugs my hips too tight!" She moaned. Peter laughed and sighed at her.

"You looked gorgeous Gwen." He took a moment to change the tone of the conversation. "Hey, how'd you think I feel?"

"Whah?"

"Well the Spidey suit hugs _everything_ too tight." He said, Gwen suffering fits of giggles on the phone. He smiled feeling his work was done. Making Gwen laugh was a gift in its own. He sighed and let her laughing calm down. "Hey Gwen, I...I have a favor to ask. A-About the Spidey suit actually." He muttered, setting his can down and picking up the frayed suit, rubbing the fabric between finger and thumb.

"Oh? What's up?" she asked. He shrugged again- even though Gwen couldn't see the response.

"It's in bad shape. Torn, blood stained...just awful."

"Seen better days huh?" Gwen chuckled with a yawn, the sound of her high pitched moan while stretching caught his ear.

"Yeah, you could say that. I was wondering...since I'm no good with this stuff...stitching and fabric..."

"Yeah...?" Gwen spoke softly.

"Y-You maybe wanna come round and help me make the new suit?" He asked, hand drumming against his thigh.

"You want _me_ to help make the new Spiderman suit?" Gwen asked, obviously taken back by the request. Peter nodded, slapping himself mentally for the dumb act of making physical gestures to a damn phone.

"Y-Yeah. I mean his love interest should get a say in it, right?" He smiled, shrugging to himself. He bit his lip and waited for the deathly silence to end.

"I'll be right over!" Gwen said with an obvious smile. He huffed with a content grin and looked at his feet. Between them was a large cardboard box filled with new red and blue fabrics, along with other miscellaneous supplies.

"Great. See you soon. Love you." He said softly.

"Love you too." She said back in that husky smoky voice he loved so much, the voice that could only belong to the one and only Gwen Stacy. The call ended and he fell back with a love struck smile on his face.

Suddenly his Spidey sense flared and he quickly webbed his old suit into his hands and threw it into his closet, kicking the box of new clothes into it with the side of his foot. He webbed the door shut and ripped all the streaks of Biocable down, baling them up in his hands.

Just as the door to his room unlocked he threw the web ball he'd made into the trash can, sitting with his hands in his lap as Aunt May stepped in.

"Peter Parker, what have I told you about leaving your clothes on the floor!" May scolded, hands on hips as a silvery black lock fell into her vision. She adjusted her glasses and bent down to pick up the shirt. Peter picked it up first, limberly bending down before her and holding it to his chest.

"I got it, I got it. Sorry Aunt May." He smiled bashfully. She stood up, him still dwarfing the small woman. She dropped her assault and smiled, chuckling weakly.

"Your Uncle Ben used to say the same thing: "I got it" seemed to be his excuse for forgetting to do anything!" She faintly laughed at the memory. Peter smiled and set the shirt on his bed. "One time he forgot to pick up a loaf of bread – this was years and years ago – and the moment I mentioned getting it myself, he shot up, "I got it, I got it." He'd chant." She laughed gently, Peter smiling at her being happy in memories, even for a moment. "Oh...a great man. Course he'd say "I got it" then come home and-

"He'd forgotten it again?" Peter smiled sadly yet happily to her. She gave a flick of her index finger with a proud smile.

"He'd forgotten it again, exactly. Ah, your Uncle Ben was a wonderful man. I miss him every day." She smiled sadly at Peter. He offered his arms out and hugged his dear old Aunt. She gave him a squeeze and let go, wiping the corners of her eyes gently.

"So do I. Y-You know Aunt May, he said something to me once, that only now am I...you know, understanding." He shrugged.

"What's that?" She sniffed and smiled at him.

"With great power, comes great responsibility." Peter said with a proud smile on his lips.

"He was a wise old thing." She chuckled weakly, adjusting her glasses. Peter puffed air through his nostrils in a faint laugh. The two stood in comfortable silence for a moment, Aunt May's eyes scanning Peter's room. She snapped her vision back on him, his hands shoved deep in his pockets. "Well...I best be off. I have to nip out for a while, you'll be okay?" she asked in a serious tone.

"I'm sure I can manage Aunt May." Peter chuckled at her. She nodded and sighed happily.

"I forget you aren't a small boy anymore. You're all grown up...my hero." She lifted her hand and cupped his cheek. He smiled at her.

"Yeah...I try." He chuckled at her. Intent on changing the mood, Aunt May pat his cheek and lowered her hand.

"Well, I'll be out for a few hours. I'll see you later tonight?" She asked, knowing the answer. Peter shrugged, hands stuffed in his pockets.

"I was thinking of inviting Gwen over for dinner. That cool?" he winced. May smiled happily in the doorway.

"Sounds wonderful. You find out what she likes and we'll do something special."

"Thanks Aunt May. Hey Aunt May?" He asked her, eyebrows furrowed in thought. She looked at him with a motherly compassion. "You think Uncle Ben would be proud of me?" He asked with a gulp.

Feeling guilt over the night Ben perished; Peter always beat his mind black and blue over the idea that Ben would be disappointed. Deep down he knew that wonderful man could never be disappointed in Peter, but he needed to hear it in words. May smiled warmly and even slightly sadly.

"Peter Parker!" Aunt May said sternly, Peter raising his doe eyes. "He always has been, and always will be. He once said, no matter what you choose to do with your life, good or bad...we'd always be proud of you, Peter."

"Thanks. Just...needed a little encouraging." He chuckled weakly, eyeing the floor. May nodded and tucked a silver lock behind her ear.

"We all do sometimes. But never, ever think that."

"I won't again. Thanks."

"Well make sure of it. I'm sure Gwen has her hands full as it is with one of the Parker boys." She chuckled, making Peter laugh. "How is she?" Aunt May asked, stepping back into the room slightly, floorboards creaking. Peter shrugged, wetting his lips.

"She...She's alright. Had a few late night phone-calls with her." He said gently. May raised an eyebrow. "Nightmares." Peter explained further. May nodded suddenly in understanding.

"Oh bless her little soul. A lot to go through, losing a parent."

"I know." Peter nodded to her. May smiled and gave his shoulder a firm squeeze.

"You look after that one. She's a keeper, Peter Parker." May pointed an accusing finger at his nose, making him laugh a toothy grin.

"Yeah, she is."

"And make sure...just...when you both get a little..." Aunt May rambled, trying pluck the right words out of the air.

"What are you...?" Peter raised an incredulous eyebrow.

"I'm just saying, teenagers and their hormones. Gwen is a very pretty girl and-"

"Aunt May, jeez!" Peter huffed at her. She raised her hands in defense.

"I'm just saying, make sure you wear protection."

"Oh god, oh god it doesn't end." Peter slumped to the floor, folding into a ball. Aunt May chuckled but continued her lecture on safe sex.

"I mean, there are other ways to...have fun that don't end in teenage pregnancy!"

"Weren't you going out?" came a muffled voice from the balled up Hoodie on the floor, Peter's knees folded into his chest. Aunt May laughed faintly at him on the floor and bent down, patting his shoulder.

"Just...be sensible."

"Uh-huh." A muffled voice droned back. Aunt May paced out of the room.

"See you later tonight!" she called from the staircase.

"Love you!" He hollered as she wondered out of his room.

"You too!" She called from the bottom of the stairs. Peter stood up from the floor and gently shut his door, activated his mechanical door lock with a whir and pulled out the box of new fabrics and materials, all waiting to become an iconic suit. He lifted the soft and stretchy red fabric, along with the blue, seeing the colors blend together in his hands. He pushed the fabrics aside and pulled out the wad of A4 paper, all having different suit sketches over them.

One of the sketches was of a black Spiderman suit with a large white spider emblem on the chest. Peter felt it was too...alien, as if it had come from outer space. Another design was of a Spidey suit with webbed wings at the armpits. He scrunched it up and threw it in his trashcan. Peter felt that it was too...winged Squirrel looking.

Peter heard the front door shut from downstairs and knew he was now home alone. He felt for Aunt May. The poor woman has to lose her Uncle and almost her own boy. Peter's self destruction after Ben's passing didn't help her at all and he felt guilty for how he acted. He was there for her though from there on, and so was Gwen. May and Gwen seemed to help each other. Gwen helped with Ben, May with Captain Stacy. Peter felt left out. At least they had closure in a way. Peter still had no idea what happened to his Parents. He wanted the truth.

Peter sat up sharply as a jolt shot through his spine. A tingling sensation crawled up his vertebrae, coincidentally almost like a spider on his skin. He quickly grabbed his worn old suit without a second thought, donning over his muscular physique. Despite the rips and tears that his cream skinned muscles bulged through, he wore the battle damaged Spiderman suit with pride. He clenched his fists, activated his wrist web launchers and grabbed his mask. The golden eyes although cracked and chipped were still Spiderman's eyes, and they had seen it all with him so far: Connors, Oscorp. They could see one last outing. He had to know what caused such a sharp tingle to his senses.

He pulled the red mask over his head, a cut along the scalp of the fabric seam letting his puffy hair flay through the small hole. He sighed and walked over to his window, creeping it open and peering left and right. Happy that the cost was clear, he shot a web out to the next building and vaulted out of his window, feeling the cold air lick his revealed skin through the cuts and holes in the damaged suit.

He shot another Biocable and swung to the left, ducking around street lamps. Without the tall skyline of Manhattan to swing around, it was difficult for Spiderman to manoeuvre.

...

He swung upwards and landed on a traffic light, bouncing on the flexing metal slightly. As he perched, his Spidey sense flashed again and he peered down instinctively to the old lady by the side of the road.

"Aunt May." He breathed. He peered up sharply to see the cause of his sharp migraine inducing Spider flashes: A speeding muscle car, roof down and a long blonde haired man at the wheel. He aimed back over his shoulder and let off several loud bursts of an automatic pistol. The Police cars that rounded the corner in pursuit ground to a halt as the bullets rained down on them.

With his eyes off the road and the speed he was going, this lunatic was going to mount the curb and hit Aunt May. Peter leaped down off the light, grabbing Aunt May with a web and pulling her towards him, safely out of harm's way. She bounced against his chest with a scream and he clutched her tight as the car bounced up the curb and sped onwards towards Manhattan.

May stepped back, catching her breath. "Oh...Thank you."

"No problem." Peter shrugged, disguising his voice slightly. "Be careful out there, okay?" Peter said. May nodded with a smile as she caught her breath in her throat. With that, Spiderman webbed to the next traffic light and swung off in chase with the NYPD. Red lights flashed to blue and repeated the cycle.

Before too long Peter was back in his element as the skyline of Manhattan grew taller. He was swinging high above the high octane chase. As he peered below at the vertigo inducing drop, he watched the black muscle car weave in and out of traffic, scraping black paint against yellow on Taxi Cab after Taxi Cab.

Quickly Peter shot two webs, both arms stretched out, pulling sharply on them and flinging him forwards, arms held out at his side as he dived towards the concrete jungle below. He shot a cable last second, attaching to one of the metal trees in this skyscraper forest, swooping down between Taxi Cabs.

The police were struggling to keep up with the speeding escapee, traffic jams blocking all paths. Peter however wasn't affected by traffic. Gunfire on the other hand...

As he grew nearer to the black mustang that was attempted to escape, the man locked onto Peter, aiming his automatic pistol and unleashing a hailstorm of bullets at him. Peter pulled up sharply on the cable, swinging and somersaulting through the air, all the bullets whizzing by him.

He latched another web to a nearby flagpole, swinging with full momentum towards the car. He released the cable and landed with a thump on the back of the mustang, hands digging into the squishy leather flesh of the backseats.

Startled, the criminal peered over his shoulder and then back to the road, the long greasy blonde hair on his head masking his face. "Pull over!" Peter ordered, hanging onto the weaving car that was obviously trying to shake him off. They ran a red light, narrowly missing a few cabs and a garbage truck. Horns honked and tires screeched.

The man at the wheel aimed his pistol over his shoulder again at Spiderman. Peter leaped off the car, somersaulting and pressing his palms to the metal curve of the car trunk. He pushed off and ended up creating quite the distance between himself and the escaping car.

Quickly he swirled through the air, narrowly missing the bullet rain. Before gravity slammed Peter into the speeding Tarmac below him, he shot a web upwards to the side of the nearby tower. He swung up, pressing his feet to a police car hood and pushing up, giving himself some distance from the floor. He shot another cable now he was at a happy swinging height, scanning the city of millions of human ants, yellow cabs masking the back car. Finally his cracked and chipped lenses locked onto the car and he swung towards it. The maniac was getting away, and endangering lives. Peter snarled a hidden lip and lunged upwards, arching his spine as he let go of the cable and began his free fall, launching another cable and swinging upwards again.

"Okay, time to try my new trick...here we go Pete!" Spiderman mumbled to himself as he swung up towards the sky, grey and blue filling his vision. As he reached the optimum height and before gravity hauled him to the ground, he shot two webs, each latching downwards atop to short structures. As the cables stretched and taught, he pulled himself down sharply and reached terminal velocity in seconds, pencil diving towards the car in question.

"INCOMING!" Peter hollered, making the nervous escapee peer up at the sun blaring sky. His sunglasses masked the light to some degree, but not the sight of the silhouetted Spiderman diving towards him. He gasped and gritted his teeth as he raised the gun towards the sky.

Peter rolled through the air and slammed down on the hood of the car with a bang, his knee denting and crumpling the black metal. The man growled in anger and aimed the gun at the windshield, firing through it, bullets cutting the glass to tiny sharp ribbons. Peter rolled across the hood and into the passenger. He sat beside the criminal, startling him.

"You maybe wanna pull over? There's a Starbucks just round this corner, you thirsty?" Peter mocked, resting his arm on the door frame and tapping his other on his thigh, sat comfortable in the passenger seat. The man had trouble keeping his eyes on the road, and Spiderman. With a free hand off the wheel he reloaded the pistol, sliding a fresh magazine in. Peter huffed, at the man struggling to cock the gun with one hand.

"Wanna hand?" Peter said, reaching across and holding the steering wheel with one hand. The man dropped both hands from the wheel and focused on pulling the slider of the gun back with a click.

"See? Wasn't so hard huh?" Peter sarcastically congratulated before webbing the gun from his hands to a passing lamppost.

"Hey!" the man snarled.

"Pee-yoo!" Man, that is a bad case of the beer breath you got there. Wait...you over the limit? Oh _that's_ why the cops want you; nothing to do with the five big old bags of cash in the back huh?" Peter chuckled, shaking his red masked head. Suddenly the man punched Peter in the face and the door flung open, Spiderman falling out and rolling along the tarmac.

Quickly Peter got up and shook his head, shooting two webs onto the back of the escaping car. He shot forward and lunged up into the air, using the momentum of the speeding car to land on the back of the vehicle again.

"Okay, now you've pissed me off." Peter said, leaping onto the back of the driver's side seat, reaching over and grabbing the wheel, turning it to the left. The car screeched and turned wildly. The criminal in the seat flung his head back and cracked it against Spiderman's head. Peter shook his head and continued to lead the car out of Manhattan towards the Manhattan Bridge.

The huge suspended structure of silver metal and iron beams stood tall and broad across the large East river. Just as the speeding car raced onto the bridge, the man swung his arm up and knocked Peter off the car. He shot a web to one of the tall suspended cables and swung around the outside of the bridge, using the moment to time his return with the speeding car. He let go of the web, swinging his body past the thick metal cables and landed with a thump atop the car again.

"I'm back!" Peter cheered; punching his fist down onto the steering wheel and ripping it clean off, throwing it over his shoulder. The man roared in anger and punched widely, each hit missing Peter.

Peter grabbed the flailing wrist and pulled it up. "Now what are you gonna do huh? I got your..." Peter almost went into shock when he looked at the blonde haired man's wrist.

Star tattoo, plain as day in black ink on the wrist. Peter's vision went blurry, his hearing was muffled, only the heavy thumping of his heart rattling his eardrums. He peered over at the man's face. The gritted teeth, windswept hair and cracked sunglasses, he remembered it all. This was Uncle Ben's killer.

"You..." Peter snarled, squeezing the man's wrist till it went pale. The man cried out and slammed his foot down on the accelerator. The out of control car ducked and weaved passed cars on the bridge. Peter squeezed harder and harder till a blood curdling snap echoed from the joint. The man roared in pain and pulled out a flick knife from his pocket. Suddenly all of Peter's smart aleck comments were no more, totally focused in all seriousness on the man before him in the speeding car. Peter reeled his fist back and punched the murderer's face till the head jerked back with blood streaking his nose.

Again and again Peter punched the man, no remorse. Suddenly a vehicle horn blared and Peter looked up to see they had weaved onto the wrong side of the bridge. A bus was inches away and there was no time to move. He'd ignored his Spidey sense warnings, he didn't even feel them jolt and chill his spine.

Peter somersaulted off the car just as it clipped the side of the bus, going upwards into the air. Metal sprayed and the Bus slammed to a stop as its hood was crushed and broken. The mustang somersaulted through the air midst a spray of debris and ripped tire rubber. As the car swirled through the air, Peter slammed into the road and bounced across it till finally coming to a stop, embedded in a Taxi windscreen. Peter rested his head back on the smashed glass and his eyes shut with exhaustion.

...

Peter awoke moments later to the pale light of afternoon breaching his smashed lenses. He groaned and sat up from the car windscreen he'd caved in. He rubbed his forehead, feeling the tuft of hair that poked through the hole in his mask. He peered around and laid eyes on the damaged bus. People were stepping off the bus, holding wounds and cotton bandages to red sticky foreheads. Ambulances wailed in the distance.

Peter got up off the car, landing on his feet with a prickly sensation, like thousands of fiery ants crawling over his legs. He limped over to the smashed Bus. People looked up in awe, some in anger.

"Ah...argh...are you all okay?" Peter winced, rubbing his head. People nodded, some sat together huddled in emergency blankets.

"Could have been worse. Thanks." The driver smiled weakly as he held a red soaked tissue to his nose. Peter nodded weakly and walked through the injured crowd, getting death glares and smiling thanks, a torn group, all with different views on Spiderman.

Peter then saw it: The black mustang upside down and balanced precariously over the edge of the bridge, teetering on the brink of falling to certain demise. The smashed up and crumpled metal of the vehicle groaned and hissed as air breaks and gas escaped canisters and punctured tires. Flames licked and lapped at the dented and sunken engine block.

He limped towards the car, hopping over a hand rail, then stepping over another one, crushed by the somersaulting car. Peter stepped over smashed car parts and torn leather upholstery. Peter pressed his palm against the steel of the last guardrail and hopped over it, wincing as a lick of fire shot up his abdominal muscles. A thick sludge of lactic acid had pooled in his Lat-dominant muscles and biceps.

He limped over to the upside down car that was teetering on its axis. The trunk hanging over the concrete and metal cliff, the hood lifted slightly from the safety of the bridges tarmac. Broken and splayed hand guards and railings pooled around the car as it had smashed through them all. Peter looked down and snarled his lip at the trembling hand that was outstretched from the broken off door of the upturned car, a star tattoo on the broken wrist.

Blonde hair matted with dry blood stuck out from the crushing seats and bags of melted money. The murderer – Uncle Ben's murderer – peered up at Peter through smashed and cracked sunglasses. Peter sighed and looked around, seeing nobody on the bridge but them, all having been ushered off by Police.

"P-Please...t-t-take my hand." The man stuttered, spitting blood onto the floor. the creases in his face and arch of his bony structure gave evidence of heavy drug use, his constant sniffing another sign. He was scum, and Peter was going to have to save this man.

_Uncle Ben wouldn't want this...You're Spiderman, save him._

Suddenly the car slid towards the edge with a metallic groan, the man crying out as he tried to undo the seat belt that held him to the lead weight. The hands of broken metal railings cupped the car over the edge, buying it mere minutes before the weight would snap them.

"Ah, n-no, help me! G-Give me a chance!" he tearfully cried.

"What about Ben Parker, did you give him a chance? Did you!?" Peter roared, fists clenched. The murderer's eyes widened in horror and disbelief.

"W-who?" he stuttered.

"The man you shot down in cold blood?" Peter snarled staring intently through the shattered mask's eyes. The criminal's eyes widened further in shock and realization. This boy, this Spiderman had seen him kill Ben Parker in cold blood, fumbling on the floor to grab a gun that inevitable went off in the good elderly man's chest.

"What does it matter to you anyway?!" the murderer roared as the car slid slightly. Peter ripped his mask off, revealing his face. Large brown eyes now full of hate and fury, piercing his soul. Lips pressed into a snarl, heart palpitating in anger.

"EVERYTHING!" Peter roared. He stared down at the car, seeing the metal hull creaking and teetering over the edge. He stared back at the man stuck underneath it, tethered to the car by seat belt, the irony of it. The man knew him, the kid from the store who couldn't afford his Chocolate milk.

"What are...what are you..." The man heaved as Peter pressed his foot to the car hood. The car tilted upwards slightly.

"N-No, n-n-no!" the man begged as he clutched to the seat belt as the car tipped up towards the drop of death. Peter huffed back the tears of vengeance, pushing his foot harder and finally letting the car tip back on its own.

"No! Stupid Spider! No!" the man screamed as the car fell back and off of the bridge, tumbling towards the river below, his screams echoing. The black shadow on the water raced towards the car until finally they met and a spray of water and echoing bang signaled the end.

Though Peter kept his arm straight and tensed as the Biocable he'd launched over the edge held the man suspended in the air, torn seat belt hanging from his shoulder. The Murderer wheezed and spluttered, gripping to the cable as if life itself.

_But Uncle Ben wouldn't want that. He wouldn't want you to murder his murderer. An eye for an eye make's the world blind. _

Peter roared with agony as he hauled the cable up towards the bridge, along with the blonde haired drug user. Strings of saliva swung across his hissing breath as Peter pulled him up to the lip of the bridge, letting the man's shaky trembling hand grasp the concrete.

Peter pulled the ripped mask over his head and flattened out the creases, Spiderman staring down at the man with clenched fists.

"You're lucky...Lucky I'm not like you. I'd rather you suffer than get the easy way out." Peter peered from the murderer's snapped wrist that held the star tattoo at the approaching Policemen. The man sat up on his knees, gasping for air. He peered through matted blond hair over the concrete lip at the rippling water and sinking car hull. He quenched his breath and turned, looking up at Spiderman.

The policeman barreled passed Peter and to the man on the floor, hauling him up and slapping handcuffs on him with chrome clicks. He huffed in defeat and dropped his heavy head. Peter watched through broken lenses.

"Thanks. We've been trying to get this guy for months, been running loads of small robberies across Manhattan." A brown haired, chiseled chin police officer said to Spiderman. He glanced over at him with reflective honeycomb eyes.

"And the murder of an innocent man? Ben Parker?" Peter snarled at the officer. The man gulped and slowly nodded. It was as if the police had forgotten all together. Peter shook his head and turned, walking to the edge of the bridge.

"Hey! We need to take _you _in!" the policeman called. Peter turned and looked over his shoulder.

"Not today." Peter sighed, shooting a cable off the side of the bridge and swinging away between the tall metal pillars of the bridge. The Officer sighed, shaking his head. The other Officer, quite elderly with a silvery mustache, held onto the crook of the murderer's arm, the identification of _Stan Lee_ on his badge.

"Really? A _Spider _man? Huh...seems like comic book stuff to me." The old man shook his head with a weak chuckle, a New York accent to his voice, tugging the criminal away to the awaiting car, ambulances and fire crews arriving with flashing lights.

...

Peter had a lot on his mind on that cold walk home, hands stuffed in his pockets, hood pulled up over his head. His split lip still bright sore red, a bruise under his left eye and a pained look on his face.

On a mind clearing note, he'd finally caught Uncle Ben's killer, after all those months, catching the wrong crooks, the lookalikes, he finally caught the star wrist man. But, he was also one wrist flick and biocable away from murdering the man. Despite everything that plagued his mind, the want to watch that car tumble to the river below, hear the man's desperate screams end with a bone snapping splash, he still saved him.

That moment was a defining one for Peter. The moment he rose above his own wants, his desires to end this monsters life. The moment he realized that Peter Parker can kill, but Spiderman cannot. Spiderman is a symbol, someone that children look up to, dress up like for Halloween. He isn't just a superhero or a symbol of hope. He's an icon, a hero to everyone. Spiderman is immortal. Spiderman must be the man with the greatest power...but also the greatest responsibility.

Peter rounded the cold Queen's corner and paced down the tarmac path along the rows of identical houses. Finally he reached his home, turning on the pad of his foot and stopping in his tracks when he saw the porch.

Sat on the small wooden rocking chair was a cold, shivering blonde. A grey beanie hat pulled over her ears, waterfalls of blonde cascading down her shoulders, her adorable button nose sniffing and ruffling from the cold, each cloud of condensation breath leaving her plump lips. Her huge green eyes fixed on the porch, only the occasion blink of her long black lashes breaking the view of those tremendous endless green seas.

Peter had forgotten completely that he'd invited her over, having joined the chase to end his Uncle's killer. She was going to help design the new suit, and here she was on his porch, locked out in the cold. A heavy slap of guilt hit his chest and he sucked in a breath of bravery. He paced towards the house.

Gwen peered up and she stood up sharply, trotting down the steps to him in her boots. A grey Hoodie over her body and her sleeves pulled down over her little paws, making her look handless.

"Where've you been?" She asked in a raspy voice he knew as Gwen's instinctively. Peter shrugged and looked down at the floor, trying to hide the cuts and bruises. "I mean, what, you invite me over then go out? Peter?" she asked with an annoyed huff, sniffing her runny nose away. Peter shrugged again like a child getting a scolding.

She huffed and deflated her shoulders, lifting her sleeve covered hands and pressing the warm fabric coated hands to his cheeks. She tilted his head up and gasped.

"Peter...what happened?" she asked. He smiled and leaned his face into her hands. That was one of the million things he loved about Gwen. Her ability to be angry at him, yet calm, and the moment she sees he's hurt, her anger suddenly doesn't seem so worth it. Sure, it isn't forgotten but after she stitches him up and cleans his wounds, they talk it out like adults. They don't shout, or argue, they don't point blame at one another. They simply talk.

He sighed and looked at her with a tremble in his voice. "I got Uncle Ben's killer."

Gwen's eyes widened and she gaped at him slightly. He scoffed an incredulous chortle and suddenly burst into tears, dropping to his knees. Gwen caught him luckily as his heaving and retching cries echoed across the suburbia. Peter wailed into her shoulder and his back arched as he pulled her down with him to their knees, his hand balling up her Hoodie fabric. Gwen peered up and around seeing no one, so she sat with him in the cold, gently stroking his hair.

She shushed him softly, her fingers raking through his dry blood matted hair. He continued to gently sob into her shoulder, his heart wrenching tears now small quieting sobs. Gwen softly cupped his chin, pulling his head up from her shoulder. Seeing his brown doe eyes now stained with red puffy streaks and lines of wet trails ebbing down his cheeks made her heart sink. She's never seen Peter cry, not like this. She gulped over the lump in her throat and gently bumped her forehead to his, knowing the action soothes him. His cries became small gasping sobs and sniffles. He brought his hands up and cupped her cheeks, stroking the soft cream skin of her perfect complexion.

"Let's go inside, yeah?" Gwen said softly. Peter nodded as his lip quivered, sniffing back the runny nose and stinging tears that pricked his vision. Gwen helped him up and they both paced up the steps to Peter's home.

...

An hour later and Peter happily trotted down the staircase, rubbing a towel over his hair. After having a cleansing shower, all the dry blood and dirt running off of him like soot, he arrived on the bottom floor clean and fresh. He had a warm black Hoodie over his torso and a pair of grey sweatpants.

Peter yawned and threw the towel in the corner by the washing machine, pacing into the kitchen. He mindlessly walked to the fridge, opening the door unleashing a frigid blast of air. He grasped the cold aluminium of a coke can, pulling it from the frozen maw of the gaping fridge. He slammed the fridge door and a content whistle hummed from his pursed lips. He spun around and slammed the brakes on his whistling, eyes widely set on the blonde sat at the breakfast island.

Gwen played with her fingers, wringing her hands together as she sniffed the cold away from her red nose. She peered up at him, and shrugged, wetting her oval lips.

"What, we not gonna talk about what just happened?"She asked, sniffing again and rubbing the tops of her fingers across her nasal, eyes still set on his. Her vibrant green inked into his brown. Peter shrugged and looked down, eyes darting around to avoid her huge eyed stare. "Peter!?" she snapped. He huffed and looked at her.

"Nothing to talk about." He bobbed his shoulders, cracking the can open and slouching off into the living area. Gwen was left speechless. She pulled the beanie hat off her head and slapped it down on the counter, hopping off the leather stool.

"Oh um, yeah, no-yeah there is." She sarcastically nodded, hand on hip while the other ran across the underside of her sniffing nose. Her congested and husky voice was stern and soft all at once. Peter slumped down in the cushioning chair, staring at the black screen of the Television.

"Nope." He said, sipping the coke back. Gwen scoffed and her nose scrunched into disgusted disbelief.

"Okay, one: You find Uncle Ben's murderer..." Gwen lifted her hands, counting off the list on her fingers. "Two: You break down into...I don't even know, the _biggest_ breakdown I've ever seen you have!" Gwen snarled at him, lips firmly pressed into a frown. "And now you won't even talk to me?" she had a look of hurt in those huge eyes that Peter knew would break him if he looked at her, so instead he kept his eyes set on the off Television. She licked her dry lips and pursed them, ready to say anything at all to break the silence.

Peter shrugged again and Gwen huffed, staring up at the ceiling in annoyance, growling in her throat. Her fists tightened by her side. "What is with you? Peter!" she shouted, her voice sore.

"I nearly killed him." Peter said in a quiet gulp. Gwen fell deathly silent, eye burning into the side of his temple.

"Wha...what?" she shook her head softly. Peter shrugged and looked up at her.

"I nearly killed Uncle Ben's murderer. His car was balancing off the bridge and I pushed it." Peter sighed, sipping the can that was now trembling in his hand. Gwen paced quietly, her grey sock coated feet silently shuffling over the carpet. She crouched in front of him, pushing the blonde hair out of her eyes.

"O-Okay...what happened next?" she asked gently. He peered down at her and leaned forward, elbows pressed on his knees.

"I caught him with a web and pulled him from the car as it fell." He explained monotonously. Gwen nodded, running her bottom lip over the top one, wetting them.

"So...you _didn't_ kill him?" she asked, trying to narrow down the facts. Peter shook his head, eyeing the beige carpet between her small sock feet. "Why not?" she shrugged, making his eyes snap up.

"W-What?" he mumbled, eyebrow rose in confusion. She shrugged again, tilting her head to the side slightly.

"Why didn't you?" she asked again. He sighed heavily and deflated.

"Because...God Gwen, I wanted to kill him, to watch him slowly die, to feel what Uncle Ben did!" Peter snarled, struggling not to crush the can in his hand.

"Why didn't you then?" She asked again, wrists on her crouched knees. Peter peered up at her with big brown eyes.

"Because...Cos it's not what Uncle Ben would want." He huffed. Gwen smiled and lifted his chin with the back of her fingers. He looked into her eyes.

"Cos it's not what Peter Parker would do." She smiled. He scoffed a faint chuckle and for the first time in a while, he grinned. "He'll be thrown in jail and left to rot. He's do his time Peter, all thanks to you. Congratulations." She smiled at him warmly. He raised an incredulous eyebrow. "You got closure." She smiled, pressing her lips to his forehead gently.

"I guess so...still, why do I feel so empty, y-you know?" He shrugged, wetting his lips and darting his eyes left and right. Gwen huffed and pushed herself up to full height. Peter sat back and she perched on his lap, hand round the back of his head and gently caressing the nape. She curled a few locks behind her ears.

"When I found out that Connors killed my Dad...I...I wanted to kill him. Seriously, I wanted to go to his cell and just...just...you know?" she gritted her teeth and clenched her outstretched hand, the other softly caressing Peter's neck.

"Yeah." Peter understood, closing his eyes with a content hum at her gentle rub to his neck. Gwen sighed and looked down at him.

"But then I'd be just as bad as him. I don't want that...I want to be better than him, not equal."

"An eye for an eye..." Peter mumbled.

"...Makes the world blind." Gwen finished with a smile. "You did the right thing, Peter. I don't want you living with the burden of killing someone for revenge. You deserve better."

"I..." He yawned interrupting his sentence. "I got better...I got you." He smiled, feeling her lips press against his forehead. He reopened his weary eyes and looked upon the woman sat on his lap. The warmth of the room, the soft rubbing of her hand on the nape of his neck, the fact she was snuggled against him, the blissful silence. All of these factors began to make Peter incredibly tired, and his eyelids were becoming heavier than lead.

He peered down at her feet, her legs curled up against his. He reached a hand and gently grasped her soft toes under the grey sock. Gwen giggled gently. He smiled and peered up at her.

"I don't think I've seen you wear socks." He commented wearily. She scoffed.

"Yeah well, funnily I do wear them. Those boots tend to hurt without them." Gwen sarcastically chuckled. Peter grinned and stroked her foot, Gwen cooing. Soon both of them began to grow drowsy. Gwen's head listed and gently fell onto Peter's, both holding onto each other as their soft caressing of feet and necks slowed to a barely conscious rhythm.

"Thanks Gwen." Peter yawned. "I don't know what I'd do without you." he opened his eyes and looked into hers, so close together it was more a blurry mass of green.

"We look after each other...right?" she yawned, pressing into his neck. he smiled, stroking her back.

"Yeah...you and me...my girl...Gwen Stacy." Peter mumbled with a content smile. Gwen kissed his neck.

"My Peter Parker...my Bugboy." she smiled, Peter chuckling faintly. both their eyes shut and their hearts synced into a calm rhythm.

...

When Aunt May returned home, shutting the door against the now roaring blizzard, shaking her head of all the fluffy snowflakes, she peered into the lounge to see the couple sound asleep in each other's arms. Peter fast asleep with Gwen on his lap, her hand on his chest and the other around his neck. Peter's right hand on her brought up foot and the other around the small of her back.

Gwen's lips were parted slightly and she breathed through her mouth, the blockages in her nose sniffing every so often. Peter's forehead was pressed to her temple and the tangled teenage pile of limbs let out a content moan as they shifted ever so slightly in the spongy armchair.

Aunt May smiled warmly and took her coat off, hanging it up on the golden hook, walking into the closet and pulling out a dark blue blanket, pacing quietly over to the pair and gently laying it down upon them. Gwen hummed unconsciously and Peter took a deep inhale through his nose, hugging her closer.

Aunt May chuckled quietly and left the pair, going into the kitchen to complete the crossword. She could tell him about meeting the Spiderman later on. Right now they had each other.

* * *

**Author's Notes: Hope you liked it. Please review and let me know. A long old chapter I know. I always respond to reviews, and your ideas for fluff are most welcome! Love you guys! - Dave**


	5. You're my drug, Gwen, and I'm addicted

**Chapter Five: You are my Drug Gwen Stacy, and I'm addicted.**

...

A stale dank cell, walls of faded white, streaks of chalk lining the box's brick ribs. A single light hung and swung above the empty room, only a small cot in the darkened corner and a silver stained toilet attached to the opposite wall. Fingers of jagged light painted the floor, leaking into the room through the jail bar window.

A man sat on the lip of the cot, swaying forward, his abdominals stretching and constricting with each sway. His long greasy blonde hair hinged above his dirtied eyes. A thick purple bruise inflamed under his split left eyelid, a cut spread from his lip up to the base of his nostrils.

A bloodied tissue in his grip that he repeatedly dabbed his nose with, a star tattoo hidden under a thick white cast for a broken wrist. The loud clunk of the cogs in a door lock opening sounded and he peered up through streaks of dirtied blonde.

Two Officers, dressed in freshly pressed and cleaned uniforms stood in the doorway, their shadows casting two long fingers of the law across the ground, meeting the criminal's feet. The shadowy hand seemed to grasp the man and haul him up to his feet. He groaned and hissed through saliva stringed teeth.

"You ready to talk?" one of the two Officers huffed, lifting his cap and raking his fingers through his hair. The criminal spat a thick glob of blood on the floor, wiping the excess with his wrist. The two Officers grimaced slightly.

"I ain't telling you nothin..." He snarled, limping passed them. The two men parted like a sea of fabric blue and golden police badges. He stopped in the hall; peering down the lengthy corridor to the interrogation room he was destined. "I told you the last time you brought me in...I know nothing about any drugs. I don't make no Meth!" He spat, the two officers adjusting their security belts. The man ran a hand through his blonde hair, fingers getting stuck in the greasy locks. He sniffed and spat again.

"But I can tell you something..." he smirked, revealing broken chipped teeth. The two Officers raised their eyebrows incredulously, leaning forward slightly, intrigued. He chuckled faintly, spitting more blood and saliva. "I know the face of Spiderman..." he grinned evilly.

...

Peter yawned and slowly pealed his weary lids apart, feeling the gently succumbing warmth of his home along with the wonderful aroma of roasted chicken wafting in from the Kitchen. He flickered his lids a few times and looked around the room, checking his whereabouts. Happy he _was_ in fact at home, he went to get up, stopping when he felt the weight on his lap and shoulder.

Peter leaned back in the armchair and looked over at Gwen, fast asleep still, head on his shoulder and curled up in his lap. The blue blanket on them had fallen slightly, but caught on her socked toes. He looked at her sleeping beauty. The blonde hair that had cascaded down her face and shoulders, the gently panting breaths from her slightly parted lips. The closed eyes that hid her bright green eyes seemed to darken her face, the cream skin of her gorgeous complexion creased slightly from being pressed against his shoulder.

He smiled at her small snores and chuckled wearily at her, pushing a few fallen locks of gold behind her soft ear. She moaned contently in her sleep at his fingers brushing her cheek. He smiled and continued to softly caress her cheek, looking at her hidden eyes, the long lashes and lids concealing them.

"How did I get so lucky?" He smiled happily, admiring her as she slept. She stretched in her sleep, muscles constricting and her arms tightening around his neck as she pulled herself into him subconsciously. Her nose pressed into his neck and a content sigh left her lips as she sunk back into deep sleep. Peter chuckled faintly and gently scooped her up in his arms, one around her shoulders and the other under her knees.

She made a small fuss by letting a small moan leave her lips and her hands stretched into thin air, but she soon settled back as he got up, turned and set her down on the chair. She sunk into the spongy seat and got comfortable, eyes never opening. Luckily Gwen was a heavy sleeper. Peter lifted the blanket and pulled it over her. He got to her shoulder and leaned forward, pressing his lips to her cheek gently. She cooed and grasped the blanket, wrapping it around herself as she slept. He smiled and went towards the sound of pots and pans clinking, the aroma of dinner leading his nose and taste buds.

Peter yawned and stretched his arms high over his head, hands falling to rub the ruffled mess of hair on his head. He clapped his tongue to his mouth's roof and padded over to Aunt May, stood by the sink, washing a pan.

"Mmm, hey." He sighed, rubbing his eyes.

"Nice nap?" She smirked at him. He chuckled and leaned against the counter, fiddling with his fingers. The dark black Hoodie over his torso rippled as he shrugged, a blushing grin plastered on his face. "Oh, I know that look!" She chuckled, shaking her head.

"Wha-what look?" He grinned, a chuckle in his throat. Aunt May gave him a knowing look over the tops of her glasses.

"Peter Parker, you had that _exact_ same look on your face when I asked who she was, after seeing the photograph on your computer..." She smirked and chuckled, moving the pot of potatoes over to the stove. "You had the same look on your face when she was all you could talk about."

Peter huffed and peered down at his wringing hands, the blush still heating his face. May turned from the stove, looking him in the eyes, a smile on her dry lips. "You had the exact same smile when you got back from going round her apartment for the first time."

"Branzino." Peter chuckled with a toothy grin, peering at the floor. Aunt May stepped over, wiping her hands on her white apron.

"I've never seen you as happy as when you are with that wonderful girl." May smiled at him. He beamed warmly at her with a lop sided grin.

"Yeah...She's the best." he chuckled, nodding his head comically fast. May turned and so did Peter as a bleary eyed Gwen padded into the Kitchen, her hair a ruffled mess, her Hoodie sleeves pulled down over her hands. She rubbed her eyes with the grey sleeves and blinked a few times.

May looked at Peter in the corner of her eyes and remembered seeing the exact same face on Ben. The look of being love struck. She smiled and stepped over to the counter.

"Hello Gwen, dear." She smiled. Gwen's eyes snapped wide and she became very aware of her appearance. Rubbed away mascara, tussled hair, bags under her eyes, an unflattering large baggy Hoodie, black leggings and...Grey socks.

"Oh! H-Hello Mrs Parker, n-nice to see you." She nervously chuckled, pressing her hands together in front of her waist. She bounced on her toes slightly. "God, I'm sorry I must look a mess." Gwen sighed, raking her fingers through her hair.

"Oh don't be silly dear, you look great! And call me Aunt May." The elder smiled at the young girl. Gwen chuckled weakly and bit her lip, nodding.

"O-Okay, thanks Mrs...Aunt May." She nodded comically fast. As soon as May turned back to the stove, Gwen peered up with fiery eyes at Peter, lips pushed up into a comical frown - Comical to Peter at least. He gulped at her.

"_In_..." She mouthed, pointing over her shoulder at the lounge. "_There_!" She whispered with an inaudible hiss. He grinned at her and nodded profusely, slowly creeping passed May and into the lounge with Gwen, well out of earshot.

"You didn't mention I was staying for dinner!" Gwen shoved his shoulder, a chuckle in her stern voice. Peter scoffed a laugh, rubbing his neck. "God I look awful, I-I should be dressed better if I'm having dinner with your Aunt!" Gwen whispered loudly.

"You look great, Gwen-"

"You could have woke me up, oh, now she thinks I'm some lazy...lazy...Urgh." Gwen swung her head back and ran her hands down her face over dramatically.

"She doesn't think that-" Peter tried to get a word in edge ways.

"I could have gone home and got changed, why didn't you wake me?" Gwen frowned, blonde hair in her eyes which she blew aside with a puff of air from her lips.

"Well...Y-You were asleep-"

"Uh huh?" Gwen nodded sarcastically, hands on hips, lips parted between words that seemed to drip huskily off her tongue. Her once vibrant wide eyes now narrow, condescending slits.

"And you looked so cute-" he blushed and rubbed his upper arm. Gwen fell silent, looking at him. Peter peered up at her. "And you told me you hadn't been sleeping well...so...I-I didn't want to wake you." He shrugged his shoulders, big brown doe eyes set on her. She huffed, defeated.

"But...I must look a mess." She sighed, looking down at her large Hoodie and black leggings that hugged her long smooth legs, sniffing her congested nose.

"Gwen..." Peter spoke boldly. Gwen lifted her large green eyes and peered up at him, sniffing her runny nose. "...what you need to learn about the Parkers...is that we aren't like the Stacy's." He chuckled at her raised eyebrow, feigning offence. "We don't tend to dress up for every meal, and we certainly don't eat fish that...still has its skin, and quite frankly still looks shocked." He chuckled at her snorting and giggling.

"Branzino." Gwen chuckled at the memory of a disastrous meal, eyes squinting as her freckled cheeks pushed upwards from the big smile. "Y-You suck." She snorted, shoving his shoulder again. She sighed away her laughs and looked at her grey socks. "You sure I don't look...awful?" she winced. Peter scoffed and stepped towards her, looping the locks behind her ear. Her eyes set on his, now inches apart; his hot breath tickled her skin.

"You always look beautiful, Gwen..." He tilted his head and closed his eyes, lips parting for a kiss. She reeled back slightly, afraid to get caught by May, but she was starting to lose the fight. Peter's hand slid around the back of her head, fingers raking through her blonde hair. Gently he pulled her head towards him.

"Easy Bugboy..." she whispered, but soon let her roaring feelings and the churning in her fluttering stomach and heart take over. Gwen closed her eyes and readied her lips.

"No matter what you wear...you always light a room up..." Peter's lips brushed hers, causing a frantic explosion of tingling sensations to erupt from the sensitive plump skin.

"Peter! Can you help me set the table?!" Aunt May called, Peter's lips turning to an annoyed dry scoff. Gwen chuckled gently and they rested their foreheads together with a defeated sigh.

"Yeah, be right there!" He said, stroking the back of her head as she did the same to him. "To be continued, Miss Stacy."

"Oh...Y-Yeah-no-yeah, definitely." Gwen nodded enthusiastically, narrowing her eyes before letting them dart off into other areas of the room. Peter kissed her nose and stepped away, going into the kitchen. Gwen huffed and peered down at her ensemble. She shrugged, pouting in acceptance. Gwen _did _however excuse herself to the bathroom, looking in the mirror and pressing her fingertips at her face's soft skin.

She ran the frigid cold tap and splashed water over her face, waking herself up. The sudden drop in temperature to her skin made her gasp and force her eyes to pop wide open, flashes of green against sclera white. The water dripped off her face into the sink, along with a few blackened inky splashes from her ruined mascara. Gwen huffed a puff of air up from her lips and rolled her eyes in annoyance. She rested her palms on the lip of the ceramic sink, looking up through her long golden fringe at her reflection.

She quickly reached into her Hoodie pocket, pulling out a black scrunchie. She pulled the elastic fabric ring around the back of her head and pulled her long tussled hair back into a neater ponytail. She tied it up and flicked her fringe aside slightly. Gwen sighed through pursed lips and dabbed a few scrunched up balls of tissue paper around her eyes, cleaning away the now gooey mess of black mascara.

"Mmm, maybe it'll be nice to have _one meal_ without any black-tie-only rules." Gwen rolled her eyes at the Stacy family and their sometimes pretentious behavior.

She huffed a cold sigh and looked back at the mirror. Suddenly she wasn't alone, and the image of her Father over her shoulder made her scream and whip around, chest heaving with panted breaths.

Her frantic eyes scanned the small bathroom and found nothing but the door and the tiled floor. In the time it took her to spin around from the reflective mirror, he was gone. She felt her heart hammering against her chest and stinging tears prick the corners of her eyes, like small needles stabbing the sclera.

He was there, right there, so real it made her pause for a brief moment before screaming. Her mind played a cruel trick of believing the past was present; As if he had walked into the bathroom to check on her like he did after she'd argue with Mom, or when she scuffed her knee after falling off her bike ten years ago. All these childhood memories flooded back like an ocean, her quivering lip and squinting eyes no match for the torrent of surging emotion. Finally her dam failed and she burst into tears, sinking down to her knees and hugging them tight.

She heaved as quietly as she could. The sense of Gwen Stacy tried to whisper over the roaring voices of her emotions.

_You're crying in someone else's house, in their bathroom. Your boyfriend's bathroom! Get a grip!_

Gwen sniffed and wiped at her eyes, but for every tear she slain; two more would leak from the rounded orbs of gorgeous green and white. Her nose scrunched and her lips quivered as she hugged her leggings coated knees. Her grey socks slid along the floor.

Soon the door crept open. Peter stuck his head round the corner. Before he could see her she shot up to her feet and slammed the door on him, pressing her back to it, hoping it would be enough to stop the man behind the mask of Spiderman. More importantly, would it be enough to stop Peter Parker?

"Oof!" Peter bounced off the sudden slamming door. "Gwen? Y-You okay? I-I heard a-"

"Go away." she stammered between quaking breaths and ragged gasps. She slid down the door and to her knees again, peering up at the mirror, too low down to luckily see the reflection that would talk some sense into her. Peter stood on the other side of the door, his hand pressed to the wooden frame. He released the golden door knob and stood beside the door.

"Gwen...come on Gwen, talk to me. You were fine less than five minutes ago, what's wrong?" Peter whispered into the door, resting the side of his head to the door. Gwen sniffed and peered up from the wrists that perched on her knees.

"I...I saw my Dad." She tearfully sniffed. Peter sighed and clenched his eyes shut, a pang of guilty reeling its fist and slamming him in the gut.

"I'm coming in...I-If that's okay?" He gulped, rubbing the nape of his neck. He stepped back and after a few long, agonizing minutes, the door unlocked. Peter gently slid it open and peered around the wooden frame.

Gwen was sat under the towel rack by the radiator, arms crossed on her brought up knees. She peered up and her ponytail bobbed with the tearful gasps. She quickly rubbed her eyes clear.

"God, I'm sick of crying, all the-sniff-all the damn time!" she hissed at herself, wiping her eyes time and time again, the action being futile. Peter sighed and wet his dry lips, eyes peering around the room for any sort of inspiration. He instinctively shrugged and sat down besides her, reaching his lanky foot outwards and pressing his sock foot to the door, shutting it with a click. He reeled his legs back and hugged them, peering to his right at her.

"What...um..." He opened and closed his mouth several times, trying oh so hard to choose the right words. Finally his failing tongue rebooted. "What did he...say?"

"Nothing...he just...stood." She snarled, tear stained eyes set on the opposite wall mere feet away.

"Did he...was he..." Peter blew air out of his lips in frustration, running his hands down and up his face. The hands fell to his knees with a slap.

"Was he angry?" Peter asked, gulping. Gwen scoffed and peered at him out of the corner of her eyes.

"What d'you think?" she hissed at him, lips curled into a bleak sneer. Peter scratched an itch behind his ear and shrugged. Gwen growled a hissing breath.

"Stop...shrugging." She snapped. Peter sighed and shuffled around, sitting with crossed legs in front of her. He looked at her with big brown eyes, mouth pressed into a neutral frown. Gwen's eyes darted down in guilt, glancing back up occasionally.

"I...I'm sorry...I shouldn't have-"

"It's okay...Gwen, remember when my Uncle died?" He spoke. She paused for a moment then nodded, causing her ponytail to bob like a pendulum. Peter cleared the blockage in his throat with a cough into his fist and looked at her intently. "When that happened...I shut everyone out. Aunt May, Flash...You." He leaned forward as to fall into her distant gaze, head rested upon her wrists. "I shut you out." he sighed. Gwen peered up from what was obviously a tantalizing floor. Peter met her gaze and knew he had her attention.

"Those were some of the worst days of my life...I really felt like life was out to get me. I had no one." He continued. Gwen gritted her teeth at how they were once again discussing _him_. _I, I, I, I_, always _I_! It was always about Peter! "Then you came along." He said, Gwen snapping her watery eyes up at him.

"Wha...What?" She sniffed, wiping her eyes and sitting up slightly.

"You remember when I umm..." He chuckled weakly with a lop sided grin. "When I pinned Flash up against the locker?" he blushed with embarrassment. Gwen sniffed a weak chuckle. "I stormed off...Like a child...then I ran into you." He said, eyes peering down at her, running his bottom lip over the top one. Gwen kept her gaze on him from atop her knees.

"You...You hugged me..." He scoffed a laugh and shrugged. "_You_...hugged _me_. The incredible, wonderful, amazing Gwen Stacy...hugged _me_." He pointed from her to his chest. Gwen blushed and smiled, sniffing. "And then, when you needed someone...I abandoned you, for a promise." Peter sighed, looking at the floor guiltily.

"I..." He lowered his voice to make sure Aunt May wasn't near. "I push myself to protect the people of New York, I have to...I have a power, which comes with a responsibility. But...In protecting these people, in protecting_ you, _I hurt you so, so bad, and I lie awake, riddled with guilt for what I did to you...how I abandoned you."

Gwen sat up and looked at him intently, her puffy eyes glued to his. "I guess..." He grinned at himself, shaking his head comically fast. "I guess the point I'm trying to make –which I've really dragged out by the way." He rolled his eyes at himself, Gwen giggling gently. "Is that I will spend the rest of my life trying to make it up to you." He looked deep into her huge eyes, plunging into the ocean of green that are her irises. Gwen sighed, looping stray locks behind her ear.

"Peter..."

"I let your Father down, but I cannot let you down...I...I _won't_." He snarled at himself. She sighed and looked at him, shrugging.

"How do we always end up talking about _you_?" she spat with barely a hint of emphasis. Peter sat with a look of disbelief as she wiped her eyes and went to get up. He grasped her hand and pulled her down to his height. She sighed and forced herself to look at him. He was panting and avoiding her gaze, eyes darting left and right.

"I love you Gwen...I do, I do, and it_ kills_ me to see you upset. But...I don't know how to help you, when I'm suffering the same thing." He said, looking up at her. She perched on her knees and looked at him incredulously.

"What?" she asked.

"I...I see your Dad all the time...Like he's telling me to stay away from you, like he's warning me. The promise, the guilt..." He took his hand from hers and ran both of his paws down his face with a groan. Gwen's mind battled with how to deal with what he just said, and her fragile state was winning.

_There it was again, that damn promise! He want's to keep it so bad? Let him!_

_No, he's trying to explain. Gwen, don't listen to those voices, stay calm!_

Gwen's eyes glowered and she shoved him, startling him as he fell onto the tiled floor. Her eyes were misty and she blinked.

"Then stop seeing me. There...guilt's gone." She spat, getting up and leaving the bathroom. Peter shot to his feet and barreled after her.

"What the hell? I was trying to explain...Gwen, Gwen, Gwen, Gwen stop!" He whispered loudly as she grabbed her hat and scarf, grave eyes never even flitting his way. "Oh, don't go, please."

"Why? Give me one..." She looked over Peter's shoulder briefly, checking the kitchen was clear of Aunt May, which it was. "Give me one good reason why? We were talking about _me_!" she prodded at her chest, tears blinking. Peter eyed the floor guiltily. "For once, we were talking about me...not you, not Mom, not my brothers, but me. I know what comes next, the inevitable promise that ruined _everything_!" Her smoky voice quivered, like soot in the wind.

"Gwen..." He blinked the salty tears.

"I've bottled all this up, with my family, my Councillor!" she spat, Peter looking up at her. She nodded, licking her dry lips. "Oh yeah, I'm seeing a Councillor, I needed to. My-My Mom says I'm self destructive by getting back together with you, and you know what?" she leaned forward, hating herself for every fowl word she spewed. "_Maybe she's right._" she quivered the words, barely a structured sentence above the lump in her throat and the metaphorical violin bow that played a melancholic tune across her vocal chords. Peter sighed and blinked at the floor, tears pricking his eyes.

"You know... I think the last time I was at this door...you were breaking up with _Me._" she hissed, mentally beating herself for all the horrible vile she was spouting at this caring man. His heart crushed and he looked up, lips trembling as he mouthed _No, no, no._

"I...I can't...you...this..." Gwen cupped her hands over her mouth and calmed her ragged rhythm-less breaths. Her tearful gaze turned back to Peter who was just as upset.

"Gwen..." he breathed. She turned to the door, knowing one more second here would break her into a thousand different pieces. The backwards numbers of _Thirty Six_ printed on the glass. She opened the door and stepped out in the brisk evening, sunlight dampened by the soaking of stars into the matte black of space. Snowflakes filled the air, and a thick coat of white crunched under heel.

"Your Dad was right." Peter said, voice haunted. Gwen spun around on her heel, marching up to him with a hostile fire in her eyes he'd never seen before. Her panting turned to clouds of fog from her lips.

"What?" she snapped through gritted teeth. Peter shrugged, just to annoy her. At least if she was angry, she was here a little while longer, time Peter could use to his benefit.

"Your father was right."

"I am _this_ close to slapping you so hard, your teeth will bleed." She snapped, eyes flaring and lip snarling.

"He was right...that _I am_ going to make enemies; that the people I care about are going to get hurt; that being Spiderman has a price. But there was one thing..." He held up his finger. "One thing he got wrong." Gwen rolled her eyes.

"And what's that?" she spat.

"That I could easily...promise to stay away from you. That I could just...magically...stop loving you. But I _can't_." He looked up at her, anguish in his hurt eyes, red and puffy, lips puffing clouds of condensation. "I can't stop loving you Gwen; that...wonderful girl, who saved my ass from Flash, time and time again." He swung his hand to emphasize the power of his point. Gwen was speechless, lips parted, searching for words, but he wasn't finished.

"The amazing woman...who actually _talked_ to me!" He scoffed a dry laugh at the sky, snow prickling his skin. "The stunning, vibrant girl who took my heart and will never be able to give it back..." He squinted through tears at her. "Branzino..." he chuckled as tears dripped onto his Hoodie. Gwen scoffed a tearful laugh and wiped her eyes. Peter's hand stammered and stuttered as he cautiously raised it in the whipping cold, brushing his thumb across her cheek, wet tears tickling his skin.

"He obviously doesn't realize what a gift to the world you are if he thinks I can just...give you up!" Peter snarled, eyes flaring in agonizing upset, his heart spewing all its contents into words. "You are my drug Gwen Stacy...and I'm addicted." He scoffed. "Cheesy, I know." he weakly chuckled, hoping to make her laugh, which it didn't.

Gwen simply stared at him with an O shaped mouth, her heart hammering and her stomach somersaulting. The locks of gold that fallen into her vision didn't faze her, her eyes set like stone on the panting, watery eyed Peter Parker before her.

"I know...I know that I..." He rubbed his face with a groan. "Urgh...I keep saying _I_." He scoffed, shaking his head to the darkened heavens above. He groaned and shivered, plunging his hands into his pockets as his teeth chattered. "I don't know what to say...I'm sorry? It doesn't seem enough."

"Peter..." Gwen huffed, the clouds of air whipping from her lips. He took his hands from his pockets and caught her fidgeting paws. She peered up at him, sniffing away her tears. All her anger had ebbed away and now she wanted nothing more than to repair what her sudden eruption of pent up anguish and fury had caused.

"I will spend the _rest of my life_ trying to make it up to you, trying to repair all the hurt I caused you..." he swore, eyes caving their brown into her green. Snow fell around and between them. She peered down at their hands, fingers meshing and dancing with one another. She gulped and gazed back up at him.

"When we said "I love you" to each other..." Gwen gulped and peered at him, her head titled slightly. "I meant it...I love you _so_ much Peter, but...but...my pain seems to get pushed behind yours, and I know it's selfish-"

"It's not selfish." Peter shook his head sharply. Gwen scoffed a grinning laugh. "You're not selfish."

"Sometimes when i patch you up, clean your wounds...sometimes _I'm_ the one who wants her wounds cleaned, you know?" she breathed. "Sometimes I want to be selfish...Sometimes, I don't want Spiderman there." She groaned, shoulders falling. Peter nodded and gulped. She lifted a hand and softly caught his cheek, startling him. The sudden warmth of her sleeve covered palm soothed his skin. He looked into her eyes as his hand rubbed the back of hers. "I want Peter Parker there...just Peter Parker, and me. Teenage problems, you know? Not fate of the city problems." She sighed. He smiled at her and kissed her palm.

"Gwen, you know I'd do anything for you. But you know I can't..."

"...Give up Spiderman, and I know-I know, I wouldn't want you to, not for me. You're my Bugboy. You have a responsibility, and I get that-god I do. But...Your Spiderman, and I love that, I do. But I love Peter Parker _more_. D-Do you think that...just for a day-one day-it could be Peter, and not Spidey?" she winced.

He nodded sharply. "Yeah...yeah, I can do that. I can do that." He understood what she meant. One day where Peter was actually with her, not sat with her and listening for any screams or sirens out of the window. A day, one day, where he could focus solely on her; it's all well and good to bring her flowers and chocolate like a romantic, but sometimes a much better gift, is simply the gift of listening to her.

"I'm sorry...for all that. Kinda overreacted." Gwen winced, chuckling weakly as snow freckled her hair and hat. Peter smiled and cupped her cheeks, feeling the cold skin mold into his palms as he pulled her in for a sweet tender kiss. His lips brushed hers and they held each other close in the evening silence of winter, snow dousing them as it slowly fell from the blackened abyss above.

The heat between their lips cooled as they pealed apart, eyes reopening to focus on one another. Peter sighed with relief and hugged her tight, hand smoothing along her spine and small of her curved back. She rested her head on his shoulder and he whispered sweet nothings in her ear.

"After dinner...you can tell me everything that's been bugging you. Your Dad, you're Mom, whatever is upsetting you. Yeah?" He looked into her eyes. Gwen nodded and stood with him in the slow descending snow flurry. "You'll have my full and undivided attention, I swear." He swore to her. Gwen kissed his cheek and smiled. Her eyes flicked up from his and to the sky.

"Huh...a white Christmas after all." Gwen chuckled. Peter hugged her closer, joining her at looking to the black sky that dropped fluffs of white.

"Oh yeah, I still owe you one hell of a date tomorrow. Christmas eve, remember?" He curled a lop sided grin. Gwen smirked at him, shaking her head.

"I remember. You still haven't told me anything about it."

"You haven't earned it."

"Oh yeah? Oh, I have to earn it?" She sarcastically narrowed her eyes and huskily spoke. He nodded with a grin. "You know how to push your luck, Bugboy."

"Yeah...I really do." He smiled weakly. "Wanna go back in...I mean...w-we're good, right? Kinda scared me there for a while." He gulped, rubbing the nape of his neck. Gwen nodded with a smile, clearing her throat.

"Yeah...yeah, we're good. I just...wanted you to know how I...it's been a real struggle this year." She sighed.

"I'm sorry. I was neglecting you and I didn't even realize." He sighed. "I need to put you before Spiderman, not the other way around." He huffed. Gwen smiled and hugged him. Peter was hers, and she felt a little bit selfish. But for once, she was going to be...she was going to be selfish and have him all to herself, not share him with New York or with Spiderman...for one day, just one damn day.

...

* * *

**Author's Notes: A different one this time round, an argument! GASP! Nah, these two'll work it out. God that was hard to write. Kept getting Gwen wrong. She ended up sounding whiny so I changed it time and time again. Hopefully she isn't too whiny, nor Peter. Huff, I don't know. oh well its done, let the next chapter commence writing! Let me know what you think guys! Love ya! - Dave**


	6. I love you Peter, more and more everyday

**Author's Notes: Now the plot comes in. Welcome this story's Villain everyone! Still plenty of Gwen and Peter fluff, but with a plot. I cannot wait to continue this story, especially with this Villain! Enjoy and please review guys! I love all of your kind words, and remember I am always open to story suggestions! Let me know what you think. Love ya! - Dave.**

* * *

**Chapter Six: I love you Peter, more and more everyday.**

...

Fingers intertwined and looped around the velvety silk of the tie, tugging it through the loop of fabric gently before adjusting the blue checker strip to his crisp white collar. He groans and hooks a finger over the collar, tugging it slightly, the itching on his skin driving his senses into fury.

Norman Osborn huffed and pressed his huge calloused palms on the rim of the sink, steeling his nerves and trying to fight the pain that ebbed in his chest. He gulped over the violent constricting in his throat and gazed up at the mirror above the chrome sink.

His aged features, buzzed greying hair, chiseled square chin all looked worn and weary. Bags sagged under his milky bloodshot eyes and sweat tinkered down his crumpled forehead. He dabbed a cloth to his brow and quenched his breath. He slowly traced his fingers down his bony cheek and jaw till he reached the rubbing material of his collar.

He tugged on it and peeled the lip of hard fabric back slightly to reveal the jagged black veins and bruising inky skin that came with his infection. He sighed and gritted his teeth, releasing the hooking finger, readjusting the collar to hide his darkened virus.

His green eyes lock onto the mirrored reflection and he snarls his lip, eyes never leaving his own. His heart thumped in his ears, his breath hitched and echoed, his sweat rumbled loudly down his brow, a high pitch whine whistling behind his eardrums.

A knock at the door breaks his psychotic stare and he straightens up, wiping his brow clear.

"C-Come in." He huffs, unable to lift his gaze to the mirror again. Slowly the oak stained door opens with a creak and his loyal Butler, Bernard, enters, a tray balanced on his fingers. On top of the chrome tray was a cup of piping hot tea, and a syringe.

The elderly Butler smiled weakly as he set the tray down on the nearby oak top tale, his trembling arthritis getting the better of him. Norman massages his neck gently as he turned to Bernard. The man lifted the syringe in his shaky calloused hand, offering it to Norman. Norman gave a weak smile.

"Thank you Bernard." He said monotonously, lifting the syringe and examining the green fluid within the vial. He gave a quick flick of his fingernail to the vial and watched the liquid wobble and slosh.

"Y-You're welcome, sir. H-How are you feeling today?" Bernard asked weakly. Normand turned to the mirror and faced his own reflection, eyes locking. He reeled the collar aside and sunk the needle into his neck, hissing and gritting his dentures. The thin metal sunk in until the hilt touched his skin, cold metal tickling the nerve dead skin.

"Ah...I'm..." Norman pressed his thumb down on the pad of the syringe, the fluid being pushed into the vein, a green flurry of liquid spreading into his bloodstream. His eyes glowed for a brief second and he sighed with satisfaction as the creeping black skin ebbed back slightly. "I'm better...for now. Thank you Bernard. How many more vials do we have left?"

"One sir...One left." Bernard gulped. Norman froze for a second and swallowed hard over the fearful lump in his neck. He placed the empty syringe on the plate and readjusted his collar. "Tell me Bernard; are the Benefactors here to listen to Oscorp's proposal?" He said with a raspy undertone to his gravelly voice. Bernard gulped and nodded.

"Good. After that whole incident with Connors, we had to shut down the biochemistry labs, clear out all his research. Put it into storage and tell the employees it was destroyed; A lot of hassle for one insane man's chaos." He snapped, pulling his black jacket over his broad shoulders, straightening up and doing the buttons up.

He turned from the mirror and faced Bernard. The elderly man pulled an A4 sized envelope out of his pocket. "From Harry, sir; I believe it's a Birthday card." His dry wrinkled lips curled into a smile. Norman's expression remained neutral as he took the card, opened the envelope and pulled the laminated card out. He flicked it open, mouth never curling into a smile or even to a frown. He simply stayed neutral.

_Dear Father,_

_Happy Birthday! Get well and I'll see you soon hopefully. Miss you._

_Love Harry xx_

Norman looked it over like a business report, eyes flitting over the words without so much as an emotional response from him, He sighed through his nostrils and shut the card, crumpling it up in his huge hands and dropping it into the bin. Bernard watched with a pang in his heart as the bin lid shut and Norman adjusted his tie and name badge.

"Shall we?" He suddenly brightened up, offering his hand towards the door, following Bernard out.

The door shut and the loud bustling of overlapping conversations sounded. He scratched his neck before walking over to the group of elderly men and women in suits and ties. He slapped a fake smile on and offered his hand as the people turned to him.

"Norman Osborn, CEO and head of Oscorp industries, lovely to have you here today." He grinned his teeth. The people exchanged looks with one another before nodding to Norman, making him raise a confused eyebrow.

"Hello Norman, a lovely home you have here." The main Benefactor said, a slightly rotund chested man with slick back grey hair and a thick mustache of white. "I'm Francis Dalais; this is Heather Langhorne, Richard Evans and Colonel James Rhodes." The man introduced the other members and Norman grinned as he shook the large black skinned hand of the Colonel.

"Ah...the man behind the Iron Patriot. I must say, I heard about all that...craziness with the Mandarin and Tony Stark, how's he doing?" Normand asked, crossing his large arms.

Rhodes gave a faint chuckle, nodding at him. "He's better. Better now his home's being rebuilt and he doesn't have an Arc Reactor keeping shrapnel out of his heart."

"Yes well, what Killian did was unforgivable. I heard AIM has been shut down indefinitely, along with the Extremis project?" Normand asked, rubbing his chin. Rhodes nodded as he crossed his arms, the medals across his dark blue suit jacket clinking.

"Hah...yeah, yeah that's done and dusted." Rhodes bounced his head, Norman chuckling with a grin.

"Well good, glad to see there's some good left in the world. Now..." He clapped his hands, rubbing them together. "Shall we discuss the proposition we're all here for?" He held his arm out and beckoned towards the large double oak doors across the room. The group gave a few faint chuckles and followed Norman.

They soon entered the conference room, and the silence echoed when the doors to the party shut. The benefactors sat down and watched him sit opposite, adjusting his seat. Norman rested his elbows on the table, hands pressed together, fingertips bouncing off his nose tip.

"Now, what we all want to know, is what Oscorp is capable of, besides Military grade weapons, bio-genetics and even..." He scratched his fingers over his raging itching neck, the black veins creeping up the skin like prickling cactus fingers. "...looking into curing ailments."

He clapped his hands together and stood up, looking to the projector in the middle of the oak polished table. The holographic projection sprung to light and a blue hue filled the room as a three dimensional projection of a human skeleton flickered to life. Norman grinned with a hearty chuckle at the huge hologram rotating above the table.

"Now, what we have here is the human body. Simple, elegant, evolution at its finest, correct?" he asked rhetorically to the room. The Benefactor's simple jotted things down on their pads while Rhodes watched the hologram spin slowly.

"Now, this is the human body, with an infection, for this experiment, it was Lung Cancer." Norman swung his hand through the air and a set of red holographic lungs appeared within the blue skeleton. Inside the red lungs were a large cluster of brighter red light. Norman pointed to it. "This is the infection itself, spreading after three months of Chemo-therapy. Now as you can see it is working, it is fighting the cancer...but it keeps coming back stronger and stronger, until sadly the test subject..." The whole hologram flashed red and Norman sighed. "Died."

The room sighed, shaking their heads sadly. Norman knew he had them. "Now, _this_ was a test subject - with Lung Cancer, exactly the same - after using Dr Connors regeneration biochemical agent." He pointed to the newly erected hologram as the red flashing infection decreased in size, yet still lingered.

"It's fighting it, it's keeping it at bay, but it's still not curing it. When the serum he devised wears off..." The red flashing infection in the holographic lung grew larger. "It grew back." He huffed.

The room let out a few huffs of confusing and frustration, pens scribbling on their pads. Rhodes flitted his eyes down at his wrist watch device, checking the security fed of the rooftop, the blue, red and white Iron patriot suit still stood motionless and empty without him. Happy it was safe, he peered back up.

"And here is the newly proposed serum..." Norman pointed to the hologram above. a green holographic liquid sunk into the lung and soon enough destroyed all of the holographic cancer cells. The room's eyes widened and Norman smirked, chuckling.

"I know, I know, it's impressive. What we see here..." His eyes glazed down at the Benefactors. "Is Extremis." He said as the room erupted into fury, Rhodes's eyes widening.

"This is outrageous! You know the dangers of this serum!" Francis roared as he stood up. Norman scoffed and shook his head.

"Killian's serum was incomplete. Here at Oscorp, we were able to understand the genetic makeup of the brain, tapping into what controls human regenerating function. What lets the brain heal a certain wound? That was what Extremis was trying to understand, before _he_ turned it into a terrorist weapon." Norman explained, hands pressed together as he paced.

"In Oscorp's hands, Extremis is no longer a weapon, but a cure. The genetic coding of the brain is at our fingertips now, and we can rewrite the code in the brain which controls healing. We can - theoretically - cure all ailments, if I get the funding to perfect this formula." He scratched at his neck. Francis shook his head.

"I always suspected you were as mad as your father, but to use Extremis, after all that happened? After all Stark and his Iron Man suits stopped? What about James over here?" He pointed to Rhodes.

"I'll admit, it was hasty to go ahead with human trials so early, but as you can see the results speak for themselves!" Norman explained. Francis and the other Benefactors scoffed and stood up, shaking heads. "Please...Please, I need your help!" Norman cried out.

"Enough Norman, this is too far. You knew the dangers, and you continued to toy with them; how can we trust a company that allowed an employee to become a massive lizard, hell-bent on infecting the city, with _your_ company's work?!" Francis pointed an accusing finger at Norman. He scratched at the spreading illness.

"Please, I_ need_ this to work!" Norman begged, not for his work, but for his own survival. Francis scoffed.

"Forget it. Extremis is off the table. You know the dangers." He collected his papers from the desk and snapped his vision back at Norman. "We'll be sending a team to destroy your Extremis work within the week. Any attempt to duplicate it or hide will end with you in a _padded cell_." Francis snarled. Norman breathed raggedly, knowing his chances at curing his ailment for good were vanishing.

"Oh. You're off the board of directors as well." Francis snarled, Norman's eyes widening. "I won't have some..._lunatic_ using Extremis related to us. Sorry Norman, _you're out_." He snapped, following the other furious Benefactors out of the room. Rhodes sighed and followed.

"Out am I?" Norman snarled, scratching his neck profusely. "No...No! NO!" Norman roared, slamming his fist on the table repeatedly, throwing his projector at the wall till it exploded in a million fragments. He stood, catching his breath, looking intently at the screen on his desk, showing four different feeds from security cameras. He watched the rooftop camera feed as Rhodes shook hands with those...infuriating, blind Benefactors, before stepping into the boots of the Iron patriot suit, the metallic blue and red armor folding around him. Finally he blasted off.

Norman's eyes flitted up to the Venetian blinds across the rattling glass window, watching the rumbling vapor trail stretch across the winter night sky, the Iron Patriot suit disappearing into the clouds.

"Out...am I?" Norman snarled, the black veins of his virus pumping the blackened tar-like blood across his body. He needed to find a cure...soon. No matter the cost.

...

Peter, Gwen and Aunt May all sat around the small table in the dining room, the sounds of clinking cutlery and chewing being the only noise coming from the table. Peter swallowed a bite of chicken and looked to his side, Gwen sat beside him and May opposite. Gwen was intently staring at her plate, fork pushing food aside and scraping across the plate.

It seemed things were still slightly tense between them after the fight, even after they made up outside in the frigid snow. Aunt May peered over the tops of her glasses at them.

"This...this is really nice, Aunt May." Gwen smiled weakly at her, attempting to make any sort of conversation. She cleared her throat and lifted a piece of chicken atop her fork into her mouth. Peter dropped his head into his palm and pressed his elbow into the table.

"So what's going on with you two?" May asked, eyes never lifting from her plate as she cut a segment of chicken. Both Peter and Gwen snapped their eyes up at her, back's suddenly straight.

"Wha...what?" Peter gulped, rubbing the back of his head. May scoffed and sagged her shoulders, titling her head at them.

"Oh please, I'm old not blind. You were head over heels earlier, both of you, now you won't say a word to each other." May rolled her eyes at the bashful pair. Gwen cleared her throat and attempted to explain.

"Well...thing is...we had a..."

"Fight." Peter said as he bit into a piece of chicken. Gwen's head slowly turned towards him. May raised an incredulous eyebrow.

"What are you doing?" Gwen whispered. He shrugged.

"We did, but now we've got it all out in the open, we're good, right?" he smiled that same lop sided grin he always did. Gwen scoffed a laugh and couldn't help the smile curl across her lips.

"Yeah...we're all good now." She smiled at May. Aunt May gave a nod and smiled.

"I hope so dear. My boy here..." She chuckled at him. "He's been crazy about you for so long." Peter groaned and dropped his head into his hands, fork clinking on the plate.

"Really?" Gwen smirked. May nodded, biting into a piece of broccoli.

"Oh yes. I remember when I was taking him to school years and years ago, he was sat in the car, outside the school gates, and he saw this little blonde girl walking into the building, big old rucksack on her back and a bright future just ahead..." May smiled, sipping her water before continuing. Gwen smiled and blushed, eyeing Peter in the corner of her vision as he groaned into his palms, what was visible of his face now hot red.

"...and he sat there, looking at this blonde girl walking into school and he said to me, _Aunt May, Aunt May, is that an angel?_" she chuckled as Peter groaned, shaking his head.

Gwen smiled happily and felt her heart ignite with a flutter. Peter had had a crush on her since they were no more than thirteen. To know he'd liked her for so long made a constant smile crease her red velvet lips. But also made her slightly guilty, in that she hadn't really noticed him for who he was until he stood up against Flash to protect the boy being bullied during Lunch. The punches and beatings he took all to protect a kid he's never spoken to. He had the makings of a hero long before the radioactive Spider bite.

"He...You said that?" Gwen smiled as she turned to him. He lifted his head sharply from his hands and arched his spine back, eyes intent on the ceiling. He swung his head back down and shrugged, wetting his bottom lip across his top one, licking the dry chapped skin. His large brown eyes met hers.

"Yeah-no, yeah I mean, -yeah I guess I did, I..." He huffed and gave Aunt May a sarcastic _thanks a bunch _smile. She shrugged and chewed her piece of chicken.

"No, no that is...that is really, really sweet Peter. Kinda dorky too..." She smirked as he sighed and dropped his head loosely. "...But incredibly sweet none the less. I-I don't get why you didn't just talk to me?" Gwen asked in her usual raspy voice, biting into a small piece of chicken.

"Because I was the dorky kid who got picked on, not the brave courageous kid who asked the most beautiful girl in school out." he shrugged, his voice no more than a whisper.

"Peter...I'm a dork too, remember?" Gwen chuckled, her lips curled into a grin, her freckled cheeks pushing up under her vibrant green eyes. Peter nodded sharply.

"Yeah, yeah, yeah, I know that-I know that now...but back then...I just...kept my head down, you know?" He huffed. Gwen chuckled at him.

"Am I...Am I - do you still think I'm an Angel now"? She huskily chuckled, eyes flitting over his. He grinned and eyed his plate, lips gently rubbing over each other, a blush on his cheeks. "Oh my god, you so do! You dork!" She laughed as he threw his head back up, his hands lifting up to gesture.

"I never-no-no-I never said that, I just..." He huffed in defeat at her wide eyes and constant sarcastic nodding, mouth open into a large lop sided grin. His hands slapped onto the table in surrender and she bumped her shoulder to his. Aunt May smiled and stood up, taking her plate into the kitchen, hearing Gwen and Peter laughing and chatting in the dining room.

"Oh my god, you so did!" Gwen laughed hysterically.

"No, no I didn't! No I didn't!" Peter countered as Gwen laughed a snort. "Ha, see you snort when you laugh too much!" Peter chuckled.

"Shut up!" Gwen laughed, snorting again."And that isn't a fair argument."

"Oh, how so?" Peter countered, feeling braver. May cleaned her plate in the soapy water, grinning as she listened to the pair banter one another. May walked over to the dishwasher and placed the dish inside. She turned and looked into the other room, seeing Gwen laughing and Peter grinning, finishing off his meal along with her. Aunt May wanted nothing more than to see her boy smile, and when he was with Gwen, it was all he could do. She was a light that illuminated the darkened heart of a boy who had lost a lot. Gwen was also just as dark when her father died, both of them having time apart meant that the smiles vanished and tears flowed. While May was there to comfort him, he still didn't feel whole, not until his matching piece came back.

The perfect metaphor for those two, a set of puzzle pieces: Without each other, they weren't whole, they weren't complete. But when latched together with no space between them, they created one beautiful image, like pixels from a distance.

May shook her head and rolled her eyes as the pair locked lips, their fingers laced together beneath the table. May took her book from the table-side and walked by the table.

"I'm going to go upstairs and read my book for a bit." May smirked as the pair split, wiping their lips and rubbing the back of their necks, Peter clearing his throat. He nodded and gave Aunt May a thumbs up, unable to lift his eyes to hers out of embarrassment. She chuckled and climbed the staircase.

"Keep it P.G rated, please!" May called, making Peter groan and drop his head, his forehead clanging on the table with a thud. Gwen scoffed and shook her head. She reached a hand over and pat his head like a dog, swallowing her lips between her two rows of teeth.

Peter lifted his head and looked over at her. "So...we _are_ good, right?" he asked. she raised an eyebrow and looked from left to right before back at him, as if checking to make sure he was talking to her.

"You think I'd be kissing you like that otherwise?" She scoffed. He chuckled weakly with an airy grin. "Yeah, we're good Peter. Just...a lot bottled up that I let out on you...sorry." she huffed, hands in her lap as she sat sideways on her chair to face him. He nodded in understanding, eyes looking down at her hands.

"You...want to talk about it?" He asked. She huffed and groaned, shaking her head.

"No...urgh, no not really. I just...I want to happy, you know?" she smiled weakly. He nodded sharply a few times and cups her hands out of her leggings lap. "I just...want to smile, which I-which I do around you. I mean...I genuinely smile when I'm around you." She smiled. "You make me happy. I don't want to think about any of _that_ right now, I just want to smile and laugh." She said, shoulders bobbing as she peered up sharply with a flick of her fringe and ponytail.

"I think I can do that." He chuckled, rolling her hands over in his, thumbs caressing the pads of her palms. She smiled and moaned, closing her eyes at his loving administrations. His thumbs circled her sensitive palms, and she reopened her eyes to see him studying her face lovingly.

"See something you like, Bugboy?" She smirked as he squeezed her hands softly. He grinned and peered up; lop sided curl to his lips.

"Maybe...you might know her." He decided to play along. Gwen chuckled at him opening up more to her and let him play on.

"Oh? What's she like?" she asked, giggling gently at his hands tickling hers.

"Well, she's the most beautiful flower in the world..."

"Flower?" Gwen chuckled, Peter blushing as a lopsided grin hit his face, shaking his head.

"I'm trying, this-this is new to me." Peter huffed with a grin, Gwen nodding. "She's got blonde hair, the most incredible green eyes you could ever get...ever get lost in." He smiled, eyes locked with hers, admiring every single strand of lime green and dark olive that made up her incredible complex irises. She gulped and let him go on, smiling at his loving words.

"What else?" She asked, tilting her head slightly, her quiet voice like a husky trail of smoke from her velvet lips.

"She's just...just perfect." He smiled, Gwen chuckling and shaking her head as she looked at their palms.

"We're such dorks." She grinned as Peter laughed outright.

"Yeah, we are." He smiled, looping his fingers around hers. "Would you...would you have it any other way?" he asked. She quickly captured his lips with hers, hands still glued together in their laps. Her fringe caught around his, a meshing of bright blonde and dark brown as they peeled apart.

"Never." She smiled. He stood up, still holding her hands, reluctantly letting go, Gwen pouting unhappily. He took her plate and his into the kitchen and emptied the small remains into the bin, cleaning them off and placing them in the dishwasher.

He turned around and Gwen was nose to nose with him. "Um...I should...I should probably go home." She sighed, eyes flicking up to his. He huffed and nodded in defeat.

"You sure?" he huffed. She nodded and grinned. Peter sighed and closed her eyes, nodding as he pulled Gwen into a hug, hands around the small of her back. she wrapped her arms around his neck and buried her face into his shoulder.

"I'll take you home." he smiled as she cooed, both swaying ever so slightly in the kitchen, both in each others arms. Gwen reeled her head back, nose inches from his.

"More swinging?" she chuckled at him, opening her eyes to his nodding, grinning face. "_Grea-tah_." She sarcastically grinned. Peter took her hand and led her up the stairs to his room, getting his suit ready for a swing across Manhattan.

...

Norman slouched into his leather chair, tie undone loosely around his neck along with the collar, the black veins spreading up to his jaw. In one hand was a bottle of Whiskey, and the other, balanced between two fingers was a cigar. By this point the party was long dead, silence echoing through the Osborn home.

The darkened room let strips of low light ebb horizontally along his features, leaking in between the blinds. He huffed and swigged the whiskey, watching the never changing skyline of Manhattan at night. Smoke rose from his cigar in a wispy line as he puffed on the thin rod of fermented tobacco.

He groaned in a raspy low growl, looking on at the towers of black, flickering lit up windows dancing across their features occasionally. Norman took another long swig of Whiskey as he watched a thin strip of web latch to a tower and pendulum swing to the next, another web emanating from the small red and blue man, with a blonde dab to his shoulder.

Norman sat up straight and stood, pacing to the glass. He peered between the blinds at Spiderman swinging across the city. "You think your life is so perfect Spiderman, with your powers and your fan clubs?" He swayed from the woozy affects of the alcohol. "Look at you. Not a care in the world, not an ailment to worry about." He growled, scratching at his neck and the creeping hand of black veins. "Not the imminent threat of death, because a group of pretentious _assholes_ won't help fund your research, even when it is _proved to work_!" He roared, throwing the bottle across the room with a crash in the corner. He huffed and sighed, rubbing his brow.

"I _will_ find a way to get what I want, what _I need_." He snarled, turning back to the window, watching the spider swing across the cityscape.

...

Peter landed on Gwen's fire escape with a gently thud, Gwen chuckling airily as she tried to flatten her windswept hair and get over the woozy sense of vertigo. He removed the torn mask of his ruined suit and grinned at her.

"That...that was fun." She chuckled. He smiled sadly and caught her chin between his fingers softly, looking into her eyes.

"I promise we'll have a day or two where it's just you and me...no Spiderman." He promised. Gwen smiled and sunk her head into his hand as it turned and slid along her jaw line, up behind her ear and pulling her into a deep passionate kiss. His firm lips sunk in between her soft plump velvet ones, suckling on her bottom lip before pealing apart for air.

"God...ea...easy, Bugboy." She blushed, catching her breath. He shrugged and smiled, opening her window for her. She ran a hand through her hair and huffed, trying to gather her composure after such a passionate moment.

He looked back from the window and she gulped, nodding. she stepped into her room and he crouched on the cold metal, feeling the air lick the exposed skin of his torn suit. She sunk to her knees on the shelf and pressed her palms into the window frame as to support herself, peering up at his eyes.

"So...I guess I'll see you tomorrow...Christmas Eve and all." She chuckled weakly. He nodded with a curl to his lips, brown eyes leaking into hers. Her eyes widened. "Damn, we didn't...you know, work on the new suit." She sighed, looking over his ruined one. He shrugged and gave an "Eh."

"We can do it another day." He smiled. Gwen nodded and looked back up at him. Peter stared into her eyes, admiring her every feature, everything perfect that made up Gwen.

"I love you." He said matter-of-factly. She nodded with a flutter in her heart. "You know that right? No matter what, Spiderman getting in the way, I - Peter Parker - Love you Gwen Stacy, I always will." He said so proudly and sternly, no sense of regret or tripping on his words. It couldn't get more factual from Peter Parker.

"Get here." She beckoned him with a curl of her index finger, biting her lip. He nodded and leaned down, surprised when she pressed her palms into his cheeks and crushed her lips to his in a desperate, passionate, almost final-feeling kiss.

She peeled her swollen lips off of his and he was woozy from the sudden passion. He gulped and cleared his throat, nodding profusely. The almost cross eyed look on his overwhelmed features made her chuckle.

"And I love _you_. Now go on, I can hear the sirens, just...be careful." She pleaded, with a weak smile. That was the great thing about Gwen. She was always going to let him be him, no matter what. Sure she wanted a couple of days where it was just them, teenage problems and issues, not crime fighting issues, but that was a tiny ask compared to everything she's put up with and done for him. If she could let him be him, then he could take one or two days to hang up the suit in his closet and leave it to gather a thin film of dust.

He nodded and turned, pulling his mask over his head, the split fabric on the crown coming apart from the seam further each time. He looked through the cracked lenses down below at the white snow stained streets and rooftops. He looked over his red and blue spandex shoulder. Gwen looked worried behind the fake smile.

"I'm gonna come pick you up tomorrow at noon, from the lobby this time." He chuckled, Gwen raising her eyebrows in feigned shock. "Then I'm taking you out to lunch-Recently got a generous payment from Jameson-wherever you wanna go. Then we'll go from there. How's that sound?" he asked.

"Great...really great." She smiled happily. He bent down and cupped her cheeks in his gloved palms, pressing his masked forehead to hers. She closed her eyes and savored the closeness. "Be safe." She finally sighed. He scoffed and stood up, sauntering backwards with a confident swagger.

"Pfft, please. This is me, Gwen, I'm alwa-argh!" he slipped backwards and disappeared off the fire escape.

"Peter!" She gasped.

Finally a web shot up and he swung back up, away and across the city sky. "Woo-hoo!" He hollered. Gwen scoffed and shook her head before closing the window and attempting to get some sort of sleep, whether it be too excited or too worried. She could never tell.

...

Peter was distracted to say the least as he swung across Manhattan's spinal column of connecting streets and roads. He was high above the ground, vertigo swooping and rising around him with each swing.

All he could think about was Gwen, whether it be her smile, her lip biting, her smirk, her soft lips against his, her wide eyes, her blonde hair cascading down her shoulders, her creamy skin, it was all too much for his mind to focus on. Her amazing sense of humor, her stunning voice, her laugh, everything cloudy his mind.

All of these thoughts meant that he kept stumbling over the quieter thought of _"Did I forget to do something?" _He shook his masked head and continued to web across the night time city skyline, following the sirens below. He tried to focus on that, but then all he'd see in his dazed eyes were Gwen's round irises blaring bright green against his. She was plaguing his mind, popping up every few seconds, no matter how hard he tried to shove the thought down.

He wanted to rake his fingers through her hair, he wanted to massage her lips with his, he wanted to make her moan in his mouth, he wanted to kiss her soft earlobes and trace smaller pecks down her soft neck.

Once again, he shook his head and continued to swing, seeing no cop cars below. "Crap! Where'd they go?" he groaned, head flitting left and right. He looked over his shoulder and saw the cars around a black SUV, the policemen hauling a man and woman out in handcuffs.

They'd saved the day while he was too busy fantasizing about his girlfriend. He rolled his concealed eyes and groaned in defeat, deciding to swing off home. He mumbled under his breath and for the rest of the swing ride home, he was in total silence, swooping and swinging on autopilot as his mind was miles away.

_I'm sure I forgot to do something, god what was it? Damn, being a lovesick dog is annoying! I mean it's great but...Gwen...ahhh...sigh. _

He slapped himself mentally for the love struck sigh in his throat at thinking about her, rummaging through his mind for any sort of clue as to what he forgot. He lifted his wrist and fired another web to a tower, swooping down and through the cold winter air, high up into the sky after the pendulum act. He swung again and again, mind thousands of kilometers away as he delved deeper and deeper, trying to remember what he forgot.

_Did I lock the front door? Did I say goodbye to Aunt May? Did Gwen forget something? Did I need to pick up any meatloaf? No...No of course not. Damn what is it?_

He shunned the thoughts and lifted his wrist, going to fire another Biocable, only this time a small dribble spit out and a loud splutter came from the device. He tried again, freefall imminent. Again, nothing happened. As gravity began to pull him downwards, he tried the other arm, another puff of gas and sound of an empty cartridge.

"Oh no, no!" he shouted helplessly as he began to fall faster and faster, frantically pressing the trigger pads, nothing firing. "No! Argh!" he cried out as he dropped below the skyscrapers.

With a cry he hit the brick wall of an apartment block, the wall cracking and spraying chips of shattered brick. He fell away instantly and smashed into the other wall opposite, groaning in pain. Finally he hit the side of a parked car and rolled off the dented automobile into a face down snow pile. The car's alarm blared and the amber lights on the headlights flashed repeatedly.

Peter groaned and rolled over in the snow, his body on fire with lactic acid and shooting fingers of fiery pain scraping along his muscles. He sat up, despite the cry of horrific pain in his abdomen. He pulled his blue spandex knees up and groaned before standing, gritting his concealed teeth.

"So...argh...that's what I forgot to do. Reload...the web shooters." He sighed, limping past the alarm wailing car. He stepped out into the street and began to walk, ignoring the weird looks people were giving him. He stepped into a narrow alleyway out of sight and sat down behind a dumpster, shaking his head as he opened a pouch on the back of his suit, pulling out two small round cartridges.

He felt stupid for being so distracted as to forget reloading his web launchers. A sudden pang of guilt and realization hit him like a brick in the face. What if he'd run out while Gwen was with him, both of them falling to earth? Luckily his superhuman strength saved him from the fall. Gwen wouldn't have been so luckily.

He shook his head sharply and didn't want to think about it. "Gotta be on the ball more, Pete." He chuckled dryly at himself, slotting the new cartridges into place. He stood up with a groan, the pain in his leg dampening his muscles as they soaked up the lactic acid, like flesh and tissue sponges.

He shot a web upwards and left the alleyway, heading home, trying not to think about how hard it was becoming to juggle being Spiderman and loving Gwen. The more and more he fell in love with her, the more and more he was forgetting to do things as Spiderman. He wouldn't admit it, but it was getting difficult to keep it going.

He swung home with the new cartridges and hopped in through his window, climbing into bed and pulling the bed covers over his red and blue spandex covered body. He'd get changed sometime in the morning, not like he had to do anything tomorrow, or needed to set his alarm for anything, anyway.

...

* * *

**Author Notes: What'd you think? Norman Osborn (Iron Patriot Norman Osborn!) thought I'd change it up a bit! And Gwen and Peter, awww! Will he remember to wake up early and go get Gwen for date day? Find out next time dun-dun-dun! Love you guys and let me know what you think so far! - Dave**


	7. I'm Goblin

**Author's notes: Enter the main Villain in all his glory. enjoy guys, more fluff between Gwen and Peter to come, plenty actually! - Dave**

* * *

**Chapter Seven: I'm Goblin**

...

Norman sat in his chair, eyes set on the darkened damp corner of smashed glass and stale whiskey. He gulped over his dry throat and blinked his milky bloodshot eyes. He went to sit up from the leather seat, only for a crippling keel of pain to gnaw at his gut. He winced and felt the fire burn in his muscles. He frantically untied the belt of his dressing gown and looked over his pale stomach, no definition to the tiny muscles.

He gasped and gritted his teeth upon seeing the mark of death, a large blackened bruise spreading up his torso, thousands of tentacle-like black veins stretching outwards and up his torso. Norman's heart thumped heavily in uneven rhythms and he fell out of his chair, gasping and clutching for air as his virus wrapped its cold fingers tighter and tighter around his chest, squeezing his organs to mulched pulp.

Hurriedly he got dressed in his black suited attire, askew tie and undone collar buttons aside, making his way out of his mansion and towards the awaiting polished black limousine.

"Where to, sir?" The blonde haired man at the wheel beamed. Norman gasped and wheezed, coughing as a pair of black veins walked their way up his neck.

"Oscorp...Tower." He coughed. The driver took a few second glances to make sure the wheezing man was fine, before setting the vehicle out of neutral and roaming towards Manhattan. The black vehicle sidestepped and winded its way around a sea of yellow taxi cabs.

Norman coughed into his palm, feeling a puddle form on his hand. He winced and opened the trembling fingers, seeing a small pool of red gore. His heart thumped harder and he began to panic as a fizzing sensation struck his ears, his eyes blurring and narrowing to a blackened tunnel.

"Huh...huh...hurry." Norman wheezed as his eyes rolled into the back of his head, succumbing to the muffling black that crawled around his eyes.

"Sir? Sir!" the last words echoed before silence and blackness claimed him. The panicked Limo driver mounted the curb outside of the titanic rod of metal know as Oscorp tower, towering high into the cloudy abyss above. Construction crews clad in neon orange vests sat on benches and worked with thunderous power tools, repairing the damage caused by Dr Connors during his cold blooded assault on Manhattan. The radio mast that had fallen and tumbled from Oscorp's roof had all but been cleaned up, the replacement being fitted over Christmas.

Norman clambered out of the car on his hands and knees, a string of saliva and blood hanging like a pendulum from his bottom lip. The driver hopped out of the car and coiled an arm over Norman's shoulder. "Sir! W-We need to get you to a hospital!"

"They...They can't cure it. B-But I can...delay it...quickly..." he gasped as the driver went against his better judgement, helping the man up the array of concrete steps, achieving weird looks from passersby and construction workers.

"Merry Christmas Mr Osbor..._Jesus!_" the doorman greeted, covering his mouth as the man himself stumbled through the door. He staggered across the empty lobby, his leather shoes scuffing and sliding across the floor, hands and knees towards the elevator as cold fingers of black tar filled veins coiled around his throat.

He fell against the elevator, coughing and spluttering into the marble floor, the cold slabs against his face soothing his burning sweat drenched skin. The doorman and driver were by his side. "Spe...Special...Pro...Jects." Norman wheezed, finger pointing up at the array of illuminated buttons by the chrome doors.

The doorman quickly punched the floor button and the elevator's agonizingly slow descent began. Norman managed to stand on jelly legs, leaning to and fro as his skin boiled and burned beneath his suit. He keeled over after five violent gags and a bloodied vomit stained the floor. He wiped his mouth and ignored the screams and gasps of people nearby. He stood up with all his might and stared down the door, snarling his lip at the distorted reflection. The way his chin elongated in the warped metal, his ears extended and his short hair looking long and slick back. He almost looked like a...Goblin.

The doors opened and he staggered inside, shutting them quickly, leaving all the panicked onlookers in the lobby. He leaned against the railing and shook his head as what felt like a large cold hand squeezed his left eyeball, tightly. He shook his head and breathed heavily through pursed lips as the lift descended. His vision was spinning and disorientating, several overlapping images winding around each other blurrily. He closed his eyes tight and prayed to hear the ding of the bell.

Soon it did and the doors parted as he stumbled through into a darkened room, illuminated with a green glow. He continued to limp and stagger, hands against any sort of wall to help keep him upright, sliding his palms over the metal girders.

He walked past many glass containers, each holding something unique: Four large metallic tentacles in one, a half built Mech, almost Rhino in appearance resided in another. A larger set of mechanical wings stood in the next container. He stumbled past them all, glancing out of the corner of his eye at the incomplete suit stood atop a huge green glowing metal glider.

He tore his gaze back and saw the container he needed: The last vial of his medicine to combat the flooding bile in his veins, which was quickly killing him. His trembling hands unscrewed the cap and took the green fluid filled canister out, extending the needle with a click and slamming it into his arm, sighing with relief as the warm fluid swam through his congested bloodstream, breaking down the metal fibers and tar. The Osborn genetic disease was stopped...for now. Norman needed a finished cure, and soon.

He sighed and dropped the empty canister, letting it roll across the floor. He looked at the empty slot of where it used to reside. His last vial...gone. While Venolium was now extinct upon planet Earth, meaning any hope of making more of his medicine all but shattered, there was still a ray of hope: The Extremis project upstairs, a way to repair organs and destroy ailments. But it wasn't finished, nor safe.

Norman sighed and rubbed the bridge of his nose. Time was short, and the Benefactors organised a team to destroy his life work, his only hope of a viable cure. He had to stop them, and he had a week to think of something, or he'd be dead.

He slumped down the side of the counter and let his heavy breathing subside, head dropping into his hands. It was then and there, amongst the most secret projects and most dangerous weapons Oscorp could manufacture, that Norman Osborn cried.

...

Gwen sat at the breakfast table, dressed in her most gorgeous ensemble, her makeup donned to perfection. Black mascara around her round eyes made the green of her irises burst against the white of her sclera's, her nose powdered and her cream skin clear of all blemishes, a dusting of freckles making her look adorable as always. Her full lips were clad in red lipstick and her hair flowed down the sides of her face in wavy curls of blonde, like twisting waterfalls of gold.

Her body was hugged in a curve snug red top and her legs were adorned in dark blue jeans, just to add a little _Spidey_ to her appearance. She sat at the table, one hand holding a piece of buttered toast and the other on the flattened open Daily Bugle newspaper.

She crunched the bread and flit her eyes over the articles, smiling proudly when she saw Peter's column, a large photo of Spiderman swinging across Manhattan, beautifully in shot with the jungle of skyscrapers tall behind him, along with the vibrant sun on a blue canvas. She ignored the bold title of _'Menace back on the streets after Oscorp Lizard fight.' _Gwen rolled her eyes and continued to read the newspaper as her headphones blared _'ACDC: Shoot to thrill'_ in her ears.

It wasn't her normal type of music genre, she was more into classical and occasionally lyrical music, but she fell in love with the song after watching Tony's intro to the Stark Expo a year ago. How he barreled downwards from the cloudy heavens, landing with a thud as the stage formed large mechanical arms and removed the suit from him: Incredible. The science behind it baffled her, thus making this brainy girl fall for it without a doubt.

She bobbed her head to the thudding drums and electric guitar roar, Brian Johnson's incredible voice making a smile curl her lips. She ignored her bickering brothers across the table and flicked the page of the newspaper over, finishing her piece of toast.

She read the article on the Mandarin attacks, looking over the devastating photos of Tony Stark's destroyed home. She read about Extremis and Aldridge Killian. Gwen tusked and shook her head, reading on as her fingers smoothed the paper corner between finger and thumb.

Suddenly an earphone left her ear and she awoke to reality as her Mother stood with her hand on her hip, earphone pinched between fingers. Her hair was still bed messed and she was wearing a pink dressing gown. She had a raised eyebrow on her features. Gwen turned her IPod off and looked to her Mom. Helen dropped the earphone and asked Gwen again.

"Did you hear what I said?" she asked with a half chuckle. Gwen sat quietly for a moment, eyes flicking back and forth across the room before finally shrugging. Helen huffed and pinched her brow.

"Why so dolled up, I asked." she smiled. Gwen mouthed an "oh" and let an airy chuckle leave her lips. "Oh...does someone have a date?" Helen grinned, prodding her daughters shoulder gently. Gwen scoffed a laugh as her Mother sauntered over to the Kitchen counter, pressing several slices of bread down into the toaster.

"Yeah. Peter's taking me out at noon." She smiled, looking across the table at her brothers; both were sticking their tongues out and gagging at the love struck teen, just as younger siblings do. She stuck her tongue out back. Helen sighed and leaned against the counter and looked at Gwen.

Gwen peered over at her, sucking her tongue in. "What?" she asked. Helen sighed and shrugged.

"I told you not to see that boy, did I not?" she asked rhetorically. A part of Gwen loved being rebellious for a change, but most of her was sick of her Mother spouting vile about the heroic and loving Peter Parker.

"Yeah, I know. But I love him and-

Helen sprayed her coffee from her lips, wiping her mouth and coughing. "What?! _You love_ him?"

"Erm...yeah-yeah, I believe that's what I just said." Gwen said sarcastically, narrowing her eyes beneath the curling hair of her fringe. Helen sighed and shook her head to the ceiling.

"_Why_ aren't you listening to me? Honestly Gwen, you're a bit old for the rebellious streak."

"Nope, _I'm_ being the adult here; I'm doing what makes _me_ happy for a change, not other people." Gwen shrugged, turning back to the newspaper.

"Excuse me?" Her Mother snarled with wide eyes at her daughter. Gwen huffed and threw her head up, looking back over her shoulder.

""I said, I am going to do what I want for a change. I'm sick of being told what to do. Nobody makes my decisions for me, okay? This is my choice, _mine_." Gwen prodded her chest. Helen huffed and rolled her eyes, throwing her hands up in submission, turning back to the toaster. Gwen shook her head and looked back at the newspaper, pressing her bare arms on the table, her bracelets clinking.

Both the boys watched her and then her Mother, wondering if it was over. Gwen was thinking the same. It wasn't like her Mother to just give up. There was more in store, no doubt. Right now though, Gwen couldn't care as she managed to lull her heart to calm down its angered rhythm. She pressed the missing earphone into her soft ear and hooked her hair behind her ear. With a click of her finger in her tight pocket, the music roared back into her ears and she went back to reading the Newspaper in peace.

She licked her finger and thumb and pried the pages apart, going to turn them, stopping half tilt as she saw something on the page. She dropped it and looked upon the column: A large photograph of Lt Colonel James Rhodes in the Iron Patriot armor, the bright metallic, blue, red and silver colors looking exquisite upon the once War Machine suit. She read the article, head tilted down as her hair brushed the pages. She took the bundle of locks and swiped them up behind her ear, eyes flitting over the words.

'_Christmas Eve show in Times Square! Come and meet the Iron Patriot for a once in a lifetime experience! Loud Music, fireworks and a special guest!'_

Gwen chuckled softly and shook her head, removing her earphone, looking up as her Mother sat down with her toast, opposite Gwen. "Hey, have you seen this? The..." she cleared her throat. "The Iron Patriot comes to New York!" Gwen put on a deep militant bravado voice to emphasize the point, making her Brothers giggle, yet her Mother didn't even curl her lips, intently focused on spreading butter on her toast, scraping the dry bread. Gwen sighed and shrugged, going back to the Newspaper. She did like the idea of the festival, but who was the special guest?

...

Peter's eyes slowly peeled open and he pulled the duvet off his head, groaning groggily. He rubbed a free hand over his scalp and ruffled his crazed bed hair. Slowly he blinked and became aware of his surroundings, his bedroom, and the fact he was still clad in his Spiderman suit. He sighed and sat up, regretting it upon feeling the lactic burn and aching in his side.

He threw his legs off the bed and groaned as he peeled the suit up his torso slightly, seeing the blackened bruise. He gritted his teeth as he gently prodded it with a gloved finger, the swollen skin and muscles paling under the pressure before turning purple again.

He pulled the suit off over his head and threw it in his cupboard, seeing it land on the cardboard box full of fabrics he was going to use to make a new suit. He needed a new one and soon, especially as he peeled the blue leggings of his spandex suit off, ignoring the bruises to his thighs, as small tears and rips littered the failing suit.

He threw all of it in the cupboard under a few other clothes and shut the doors, pulling on some new underwear and jeans. He got one leg in when he froze solid, remembering something. He swiveled on his heel, eyes wide on the clock.

11:34am.

"Ahhh..."he grimaced, shaking his head. "No...No, no, no, no..." The negative cries built speed as he pulled the trousers off and quickly darted out of his room and across the hall, into the shower, narrowly avoiding his Aunt seeing him in just his underwear.

"No-no-no-no-no..." she heard across the landing as the bathroom door slammed shut. May scoffed and raised an eyebrow over her glasses before turning back to her crossword, feet up in the lounge as the radio gently played from the kitchen.

After five or ten minutes, the running water ceased and the door to the Bathroom opened again. "No-no-no-no-no-no..." rumbled across the landing along with the fast padding of feet. May set the paper down and stood up, walking over to the base of the stairs, holding the railing.

"Peter? Are you alright?" she called with a wince after hearing a fall from his room, followed by a groan.

"Yep." He grimaced back. "If I can get to Gwen's before noon..." he emerged on the landing fully dressed in black jeans and a blue T-shirt, tight to his physique. He seemed to glide effortlessly down the stairs passed her, backpack in hand. "...then I'll be alright." He sighed, rubbing his face. May lifted her hand, trying to explain something to him.

"Theh-there's some breakfast on the table for you-"

He walked out the kitchen with a cheek full of toast, the other half of bread still in hand. "Thanks Aunt May, see you later, gotta run!" he called with a beaming smile as he disappeared out the front door, shrugging his arm through his jacket sleeve, backpack balanced on his arm. May laughed and shook her head.

...

Gwen sat on her swiveling office chair, typing at the black keyboard on the desk. Her left cheek was squished into her palm as she leaned on her elbow, boredom residing within her and possessing her to simply repeatedly tap the L key of her board. An entire page of L's filled her monitor and she huffed, turning her gaze to the window, hoping to at least see him there.

She blew air through pursed lips and sat back in her chair, slapping her palms on her thighs, playing a rhythm on the denim clad legs. She stopped as her door crept open and a small brother, Simon, padded in.

"Hey um...Gwen?" He asked bashfully, swiveling his socked toes into the floor, arms behind his back and head down.

"Hey bro, what's up?" she asked, spinning her chair to face him, leaning back in her chair, creamy skinned arms crossed over her chest. Her younger brother shrugged and looked up through his blonde hair at her. She did the same, looping the long curled locks behind her ear as a concerned look spread over her features. "Simon, hey, you can talk to me." she smiled at him.

He always looked up to his big sister, possibly more than Phillip, but Phillip was very independent. Simon knew his sister was very intellectual and he trusted her more than anyone else. For a nine year old, he put faith in all the right places.

"Um...well...you know your um..." he sighed and put his small hands together, dimples instead of knuckles. Gwen humored him, leaning forward slightly, a long lock of gold swinging into her eyes.

"My umm?" she chuckled. He laughed weakly and peered at her again. "Is it a secret? Come on, you know I am _awesome_ with secrets." She beamed, being melodramatic with her speech and her mannerisms. He giggled and huffed.

"No you're not!" he laughed. Gwen rolled her eyes, knowing that she had one secret she was going to take to the grave no matter what: Spiderman's identity.

"Okay, okay, I suck, better?" she smirked. He nodded sharply. Gwen sat back in her chair. "Okay-now what's up?" she asked, raising her thin eyebrows. He puffed air and looked down again. "Oh my god Simon, what is it?!" she spoke over a laugh, leaning forward again.

"Is Santa real?" he asked her, eyebrows furrowed in a mixture of being torn between truth and lie. Gwen quickly scoffed.

"Pfft, err yeah, course he his!" she chuckled, overly animating her features. "Why?" she asked, her eyebrow tilted curiously. Simon shrugged, walking over to her desk and poking the Spiderman bobble head as the large cranium wobbled back and fro.

"Because a boy at school said it was a lie." he mumbled, eyes fixated on the Spiderman bobble head, a gift from Peter, which only earned a smirk and eye roll from Gwen when he gave it to her.

"Is this the same boy that picks on you?" she leaned towards him and raised both her eyebrows knowingly, her raspy voice soft and quiet in the silent bedroom. Simon snapped his eyes on her quickly, almost shocked, which gave him away instantly. He sighed and nodded. Gwen mouthed an "ah" and nodded, pursing her lips in thought as she eyed the carpet. Simon tapped the bobble head again.

"He pushed me...and told me Santa is fake." Simon sighed. Gwen peered up at him and got up from her chair, falling to her knees gently, eye level with him.

"Now...you listen to me Simon Stacey." She was stern yet loving. He eyed her but kept avoiding her large green irises. "You are a smart, kind, thoughtful young man..." She carefully avoided addressing him as child. "If you believe in him, then he's real. If..." she rolled her hand and eyed him, waiting for the bully's name to get the ball rolling.

"Richard."

"If..._Dick_..." she smirked as her little brother giggled. "...doesn't believe, then he's gonna get a heap of coal in his stocking, uh huh?" she nodded, eyes wide with a grin. Simon laughed and nodded. "It doesn't matter what anyone else thinks or believes, it's all down to you, understand?" she smiled warmly.

"Thanks Gwen. He...I don't let him push me around anymore anyway." Simon smiled at her. Gwen raised her eyebrows, ready to scold. "B-But I don't fight! N-no...Dad always said the bigger man walks away from a fight." Simon nodded proudly. Gwen smiled warmly and opened her arms.

"Come here bro." She chuckled as he wrapped his small arms around her thin shoulders. She hugged him back and rubbed his spine. "Dad'd be so proud of you. Mom is, so am I." Gwen huffed, patting his shoulder.

"What about Phillip?" Simon chuckled. Gwen scoffed.

"Eh." She laughed as Simon cackled in her arms.

"Thanks Gwen. Love you." He said, exiting the hug and leaving the room happier. Gwen stayed on her knees, smiling at the door.

"Yeah. Love you too, little bro." She beamed. Gwen got up off her knees and smoothed the creases off of the tight denim. She looked at her still swaying Spiderman bobble head, a faint curl to her lips.

"What are you nodding at, Bugboy?" she grinned, flicking his head and walking out of her room, leaving his head to sway violently back and forth. Gwen turned the corner of her door frame and smiled widely as she saw Simon at the front door, chatting happily with an overly enthusiastic Peter Parker. He knelt down and began whispering to her brother, a lop sided grin on his face.

"Hey, do me a favor, yeah? You wanna give this to your sister for me?" Peter smiled, handing Simon a gift wrapped box. He nodded slowly and turned, pacing towards Gwen. She rolled her eyes at Peter, and he just shrugged his shoulders, eyes wandering over her gorgeous hair and stunning curves, a gulp in his dry throat.

Gwen chuckled under her breath and accepted the present from Simon. "Thank you." She smiled at her little brother, ruffling his hair. He huffed and slouched off into the living room, bickering with his brother immediately.

Peter cautiously stepped into the home, only a toe at a time. His rucksack clung to his shoulders and the jacket over his tight blue top. It seemed with Gwen's red top and his blue one they were quite the Spiderman colored pair. His Skateboard was clipped and strapped to the back of the bag and he gave a big toothy grin at her as she stepped down the hall, looking over the gift in her hand.

"Thank you Peter, and-aww you wrapped it in..._Spiderman wrapping paper_, aww..." she pouted a sarcastic loving smile, a chuckle reverberating behind her smoky voice. "You _are_ a dork." She chuckled, hugging the small box to her chest, biting her lip at him. He gulped again and rubbed the back of his neck.

"Yeah...well I mean, it's Christmas and-I-It's just been sat under the bed, you know-I wanted to give it to you earlier but I couldn't-you know right time and..." He sighed heavily to shut his ramblings up and smiled widely at her. Gwen nodded sarcastically and mouthed a "Yeah."

"Yeah-no-yeah, that's...wow, that's really sweet, thank you Pete." She smiled happily. He nodded a sharp duck of his head and swayed back and forth on his toes, eyeing her beige and laminate flooring home, a chandelier over the table.

"I umm...think this is the first time I've..." He cleared his throat into his fist and thumbed over his shoulder at the front door. "...used it."

"Better than the fire escape, right?" she grinned, eyebrows rising into her hairline. He scoffed and grinned, eyes scanning the room.

"Yeah...no. I knocked on like, three different doors. Easier with the fire escape." He laughed, lips curling up into another lop sided grin. Gwen chuckled and shook her head sharply, eyes lifting up and looking through her fringe, the green of her irises piercing the flowing waterfall of gold that ebbed from her scalp. He gulped again, clearing his clammy throat.

"Y-You look...wow." He ran his hands through the air, mimicking moving up and down her sides. Peter blushed and hid it by looking around the room, wetting his bottom lip over the top one quickly.

She flicked her head to the side and swung the fringe out of her eyes, setting the present down on the table. She walked across the room, her black socks padding her silent footfalls. As she stood closer and closer, he let his eyes drift over to her. She inched closer and closer, her hot breath against his cheek, her amazing plump lips parted, and ready for a kiss. He licked his already dehydrated lips and ready to return the gesture.

"Your late." She chuckled a whisper, pulling back as he groaned and dropped his head, shaking it at the floor.

"I'm sorry. I-

"Got caught up?" she raised an eyebrow and crossed her arms, a playful smirk on her face.

"Overslept." He winced, sinking his head into his coat collar. Gwen's eyes shot wide open and she gasped melodramatically.

"Oh my stars, did the good sir Peter Parker, waste away his day, weary in his cot after a night of busy antics?" she retorted a Shakespearean performance. "Oh my, you know how to make a woman swoon!" she gasped and pressed her wrist to her forehead, feigning a faint. He bit down on his coat collar and shut his eyes tight, shaking his head and trying not to laugh.

"C-Can we go? I got lunch reservations at _Per Se_." Peter thumbed at the door. Gwen dropped her arms and let her jaw fall slack.

"H-How did you get a table at the _Per Se_?" Gwen asked, staggered and very impressed with her Bugboy. Per Se was one of the fanciest and most expensive Restaurants in Manhattan, known to be second on the top ten of best Restaurants in New York. The contemporary American cuisine was a flavor explosion that promised to set taste buds alight with sensations unknown. Gwen was unconvinced that it was _that_ extreme, but she was more than happy to go there with her loving Boyfriend.

"Yeah-wow um...I'll grab my coat, yeah?" She thumbed towards her room. Peter gave a single nod and stayed by the front door. Gwen smiled over her shoulder and swayed her hips on the way to her room, Peter gulping down his sandy dry throat.

Soon though his throat was dry for another reason entirely. Helen Stacey emerged, her blonde, slightly silvery hair done up in a bun. She was fastening the last earring to her lobe when she looked up and saw Peter. He froze and cleared his throat.

"H-Hello Mrs Stacey. How are you?" he nodded, a slight wave of his hand to add. She stared daggers at him, her eyes fixing on him like prey.

"Hello Peter. I understand you are taking Gwen out today?" she smiled a fake beam, at him, walking over to the coffee pot by the stove. He nodded and scratched an itch under his jaw, praying Gwen came back soon. Silence echoed across the room, except for the two younger siblings and the television.

"Well, have a good time." Helen smiled, walking by him with the piping hot cup of coffee. She stopped and leaned in, whispering venom in his ear. "If you hurt her again, I _will_ make you pay, understand?" she snarled the cold poison into his ear. Peter gulped and nodded sharply.

"Yeah. Yeah-no-yeah I got it, I got it." He repeated, nodding his head, letting the information sink in. Gwen rounded the corner and stopped dead, watching. Helen smirked and nodded.

"Good. Now, have a good time." She smiled, walking off toward the living area. Peter took a deep inhale and looked at Gwen, bouncing on his toes. She scoffed a disgusted dry laugh at her Mother and paced up the hall to Peter.

"What'd she say?" she crossed her arms and put her weight on her hip. Peter shrugged.

"Nothing." He smiled. Gwen raised an eyebrow. Peter raised both of his and tilted his head to the door. Gwen huffed and pulled her trench coat over her shoulders, small dainty hands appearing through the thick beige sleeves. He led her out into the hall and Gwen shut the door. She reached and took his hand in hers, and they both took off down the hall with content smiles on their faces, the whole day ahead of them.

...

Norman grasped tightly around his still quivering left wrist, cursing at himself. He let go and watched the pale skin under the pressure slowly ebb its color back. The hand began to shake violently again and he growled in defeat, dropping his head into his right hand, shaking it with agonizing anger. His hand's tremor returned and he slammed his quaking fist against the desk.

"Stop..." he hissed, but still it shook. He was out of options, so he stood from his desk, adjusted his tie and took a deep breath. He'd spent the last four hours being surveyed by medical experts galore, and all he could think was that he could actually feel it getting worse. Feel it growing and churning within him, like an unborn child of succumbing destruction that will one day ravage his nerve ends and fry his brain.

He paced out of the office at Oscorp and headed towards the elevator, content on finding what he needed. He nodded to passersby and gave the occasional "Merry Christmas." Soon enough his hand was being scanned by the device on the elevator door, a blue light humming up and down his palm.

"Access granted. Welcome Norman Osborn." An automated female voice cooed. He stepped into the lift and depressed the button for floor twelve. He stood tall and proud as only Norman Osborn could, before running a shaky hand over his buzzed silver hair.

Soon enough the lift pinged and he stepped out onto the white crisp floor, pacing along the tiles and passed the walls of glass. He rounded the corner and stopped dead in his tracks when he saw what he was after, a cold hand of dread slapping its cold fingers across his face.

The Benefactor, Francis Dalais, turned slowly, looking through the thick glass of the door, seeing Norman. Behind the silver mustache, Norman could see the slight curl of a self satisfied smirk. He gritted his teeth and paced, slamming his palms to the double doors and bursting into the room, as a group of armed guards immediately grappled Norman and held him back.

"What are you doing?!" Norman cried as he watched men dressed head to toe in yellow chemical hazard suits, using chrome tongs to pick up vials of the glowing orange Extremis project. "No! No, it's all I have, stop!" Norman cried, trying to jostle free. Francis paced up to him slowly.

"It's an old act of deception Norman. Good thing too, you were on your way up to no doubt clone or hide this work...this Abomination." Francis shook his head. Norman gritted his teeth and tried to wrench his arms free of the two armored guards.

"Okay...Okay, I-I-I was on my way up to _see_ the project..." Norman explained, making Francis scoff. "...but...Francis, I _need_ this. It's all I have, it's the only starting point I have, I don't have time to start again!" Norman explained desperately, eyes snapping to the yellow Hazmat men, their respirators huffing and buffing metallically as they dropped the vials into the zip locked bags. "There...is no more Venolium left on Earth, okay! I-I have to use Extremis, I can make it work!" He nodded frantically, eyes snapping back and forth between them and Francis.

"Forget it Norman, this project is _too_ dangerous to be left in the care of a man, a company, who let an employee transform himself into a giant lizard!" Francis roared. "Extremis is too unstable. Especially in _Oscorp's_ care."

Norman's eyes lifted from the floor and he gave a sinister look to the man. Francis scoffed and looked back to the Hazmat men, both holding sealed zip locked backs.

"Sir, these are the only samples in the building."

"Good, we can destroy the evidence of this..._mockery_ back at the facility." Francis nodded, letting the men walk by, respirators wheezing. Norman's heart climbed and he tried to break free, he truly did.

"No! No, goddamn you!" He roared, saliva strings from lip to lip. Francis sighed and took the glasses off his blunt nose, wiping the lenses on his shirt. He replaced them on his nose and let his eyes adjust to the furious and stricken Norman.

"Sometimes Norman...being harsh is the only way of being nice, the only way of getting something done." Norman responded by spitting a thick glob of spit his direction, Francis scoffing.

"Look at yourself Norman. You're just a shell of what you once were...You are no man, you're just a...a..._Goblin._" Francis spat the venomous word his way. "We're finished here; _Merry Christmas_ Norman Osborn." Francis snarled as he paced passed him, hands behind his back and a whistling tune on his lips. The two guards released Norman and he shoved them off. They both walked off and flanked Francis.

Norman was left standing in the empty room, his only chance at a cure ruined, taken away by snobbery and vengeance. "You've _killed_ me!" he roared till his throat stung. His shaking fists fell to his sides and he burst into salty tears, gagging cries as he stumbled to the floor.

He lay there, contemplating these past events, all of those voices resonating inside his cerebrum, echoing and sinking further and further into his head.

_Being Harsh is the only way of getting anything done..._

_Sir, these are the last samples..._

_There is no more Venolium left on Earth, I have no more antidotes!_

_You've killed me! Killed me!_

_Look at yourself Norman. You're just a shell of what you once were...you are no man, you're just a...a...GOBLIN!_

Suddenly Norman's eyes burst wide open and he flared his teeth. He sat up sharply and let his satanic eyes wander over the room. He had finally snapped, and knew what he had to do, to get what he wanted. He got up to his shaky feet and made his staggering way towards the elevator, new found demonic purpose in his movements.

He shoved his way violently through the staff waiting by the lift and took the whole one for himself, back hunched and flaring his teeth, eyes miles away in horrific thought, revenge the only thing on his mind. The doors shut and he panted, turning and looking through the glass window of the slowly lowering elevator as Francis left the building, guards in toe. Norman snarled and pressed the button for the bottom floor: Special Projects.

"Out...am I?" he snarled, a sinister grin curling his lips, the broken mind of this dying man thinking irrationally, making it _seem_ rational.

"Out...am...I?" he cackled as the lift opened and the green hue of the room flooded his eyes. Norman paced the lengthy corridor, eyes flitting over the array of different mechs and suits. Finally he stood before what he wanted.

A long, slim, Gothic looking glider, hovering on a cloud of lime green light, a suit of incomplete dark green armor stood tall on top. He punched in his access codes and smirked as the glass parted, the suit revealed in all its horrific glory. The smell of tingling metal, sulfuric fuel within the huge humming glider filled his nostrils and he sinisterly grinned, his mind ravaged with thoughts of revenge, all to save his life. To reclaim his cure. His only hope.

He paced around the suit and over to the chemical formula within a small vial. The project was nicknamed G.G, for _Gathoric Grenolium_, a powerful concoction of muscle strengtheners and mind enhancers, needed to wear the heavy bulky armor and move fluently, without risk of crushing bones or organs.

He read the label and tore it free of the canister, pulling the vial up to his bare wrist. He snarled his lip and sunk the needle into his wrist. What he failed to read in his revenge obsessed mind was the warning label:

'_Danger: Side effects have been proven to be insanity, intent to kill and severe scarring and burning to skin. Do not inject substance until beta trials are completed. Human trials: failed, animal trials: failed. Severity of complications is highly likely.'_

Norman dropped the empty vial and began to feel his muscles expand and toughen, the skin of his body tightening under the growing pressure of his building muscle mass. He grinned and suddenly gasped in agony, as a large crack sounded.

He dropped to his knees and clutched his chest as two ripples of bone and flesh cracked and hunched across his bubbling, boiling back. A green tinge soaked into his skin and boils and scars ripped and tore his flesh, making Norman cry out in agony, his muscles becoming visible as his skin tore and repaired instantly, in lumpy uneven clumps of rock hard flesh.

His fingers slapped against the cold steel floor and as he dragged them under his hunched form, a screeching of nails squealed as his fingers grew long sharp talons of keratin. He roared and arched his bent and twisted spine, long fangs sinking down from his black gums. His hair grew longer and longer, staying sharp and pointy, into an almost goblin-like crest, slick back into a point.

His eyes burst wide open, his sclera's a mix of milky white and bloodshot red, his irises turning glimmering green, glowing even through the sealed eyelids. His pupils expanded and dilated, turning to slim slits, similar to a lizard. A thin film of translucent skin, the Nictitating membrane, slid over his eyes and blinked below his already scarred eyelids.

He crawled across the floor as the sounds of crunching bones and scarring skin echoed around him, flashes of violent green light beckoning him towards the suit atop the Gothic glider. His eyes set blankly on the steps, clambering up them as his heels cracked and snapped into their new place. His black suit and tie ripped and tore from his body, only his underwear to his green tinged, pale deformed body.

He stepped his now bare feet into the large metal boots of the suit. The steel toe caps slid down with a metallic hiss and screws automatically tightened the new shoes to his burning skin. The suit began to form around him, metal plates and honeycomb pattern padding sunk over his muscular deformed chest. He hissed as the cold metal drilled screws into his spine, calcium crying out as they cracked and heeled, deformed around the new mechanical spine of the heavy suit. The green plating whirred and clamped down on his chest, only the right pectoral complete, the other uncovered and revealing pistons and wires.

The right arm featured a large dark olive green gauntlet, housing an orange grenade launcher in the wrist. The right shoulder pauldron sunk down and latched onto the screws and bolts, clicking into place as a variety of pistons and mechanics whirred and formed tight around the humanoid physique.

The left arm was totally uncovered, only a thick black webbing suit and an exoskeleton of metal bolts and pistons. The leg armor latched into place and all of it finally competed.

His now large elongated ears stretched up and charred under the venomous fluid now coursing in his veins, pointed back like his windswept hair, clumps of it missing. Two large ear pieces of metal sunk down and clicked onto his ears, two screws drilling in and bolting them to his temples. Two final paddles clamped down onto his forehead and his eyes burst wide open, a mix of lime green and black as the pupils dilated, a Jack O lantern like grin stretching up his face, a long pointy nose and razor sharp chin completed the now Goblin appearance of Norman Osborn.

He peered down at his wrist, the panel screen on the forearm displaying his medical stats. The red warning of his deteriorating, dying body turned green as the suit healed and stopped the spread of the Goblin fluid.

The glider's flight paddles lifted and hummed as he clenched his rubber coated fists, a flash of vibrant green emitting from the huge thrusters on each wing.

"Out..." he peered up and grinned. "...am I, Francis?" he cackled. "Norman Osborn is gone!" the insane monster howled as the glider lifted up higher and higher. He peered over at the vial on the floor, the label G.G on it. He smirked villainous, piecing together a name. "I am the _Green Goblin_!"

The Green Goblin was born.

...

* * *

**Author's Notes: Well, what did you think of that! I am quite pleased with it actually! Hope you are too. Christmas Eve (I'm writing this in summer WTF?!) and the Goblin is born. Uh-oh! Review and let me know what you think, any ideas, whatever you guys got! Love ya! - Dave**


	8. Gwen's Lament

**Author's Notes: Gwen and peter fluff everywhere! Ahh! Enjoy guys, and get ready for an action packed next chapter! Love ya and enjoy! - Dave**

* * *

**Chapter Eight: Gwen's Lament**

Late afternoon was in full swing, an amber tint to the blue sky as the cold winter Sun sunk lower behind the icy Urban Jungle of New York. Strafes of orange and pink lathered the sky in brilliant dabs of color, dripping across the blue canvas towards the horizon. Huge calumnious clouds of deceit filled the air, promising snow with their fluffy exteriors, only to fill the air with frigid fog.

After their romantic meal in Per Se, Gwen and Peter spent the rest of their day simple walking around the cold winter Manhattan either hand in hand or with their digits buried in their pockets. Gwen's thick scarf wrapped around her neck and her beige coat was warmly hugging her curvaceous physique. The cream colored belt tied around the waist made the coat hug her torso and accent her womanly hips.

Blonde hair spilled in luxurious curls of gold down the side of her face, trickling off her shoulders. The occasional blast of frigid air blew her hair up and in her face. She swiped a hand across her cheek and brushed the strands aside.

Peter's usual outfit of black jeans, blue top and dark olive jacket was lost next to the bright color of Gwen's ensemble. He raked his fingers through his flicked up fringe, eyeing her out of the corner of his eyes. She was so beautiful, so elegant, so...god damn perfect. Peter felt his heart thump and thump and thump, a rhythm he'd never felt before, picking up speed. His heart always beat faster when he was with her, faster than when he free falls from the top of the Empire state building. There was no thrill like being with Gwen.

"Hey, Gwen?" He asked, rubbing the underside of his left ear.

"Yah huh?" she responded, hands in her pockets, eyes flicking up from the pavement to him.

"I did good today, right?" he gave a lop sided grin as she chuckled, swaying slightly in her walk. She nodded sharply.

"Date wise? Yeah, yeah, you did great Peter, definitely getting extra marks for today. Grammar wise? No, swing and a miss." She laughed, Peter throwing his head back as he shook his grinning face to the heavens. "I mean, _I did good today?_ A three year old could word a better sentence, come on Bug Boy!" she cackled as he staggered his lanky frame with the heavy laughter, hands deep in his pockets. "I thought you were second in your class?"

"Okay, you've _got_ to stop telling people that!" Peter laughed through his toothy grin as she snorted a giggle.

"Yeah-yeah-yeah, second in your class, due to bad grammar and punctuation." Gwen smirked as he shook his head.

"You suck, you know that?" he grinned at her, Gwen shrugging with firmly pressed lips.

"Hey, at least I can word a sentence properly." She smiled at him. He stuck his tongue out and she did the same, both bursting into laughter again.

"Okay-Okay, other than my awful grammar..." He chuckled as she shook her head at the floor, mouthing '_Just awful'_, trying to keep a straight face. "_I managed to please you_, there that better?" he grinned. She nodded.

"It's better. You know, I mean it'll have to do."

"Oh yeah?" he laughed as she nodded vigorously. The way they joked with one another, the at peace sense they had around each other. All of it was worth its weight in gold.

He ran a hand through his ruffled hair and pursed his lips, trying to structure the sentence, which was difficult since he kept tripping over his words, in awe at just how beautiful Gwen was. She eyed the road ahead, then the ground, her green irises flitting back and forth, her lips pursing and firmly pressing as she too thought of something to say.

"So I-

"So I-

They both spoke at once, chuckling as they stumbled over each other's words. Peter surrendered, palm outstretched, offering Gwen the chance to speak. "Y-You go first." He grinned. Gwen giggled and calmed her large smile that pushed her cheeks up under her eyes.

"N-No, you go." She offered. Peter nodded and licked his dry lips; eyes looking everywhere bar her face as he rubbed the back of his neck. Gwen saw the look on his face and stopped walking, eyeing him with concern. She knew Peter well enough to see when he had something on his mind, something that has plagued him for a while; the way he can't find the right way to say it, the way he avoids her eyes. She tilted her head at him, lips parted slightly. As she turned in the street to face him, the wind barraged her, blowing her hair into her face.

"What's wrong?" she asked gently. Peter shrugged and smiled weakly. Gwen huffed and crossed her arms, letting him know she was not going to drop this. He sighed and lifted both his hands in her direction, outstretched palms trying to grab at the air. He plucked the words from thin air and parted his lips several times, no words being uttered.

"You...You remember...the other day, when you said..." He sighed and run his bottom lip over the top one, scratching at an itch on his left eyebrow. "...when you said that..." He growled and dropped his head into his palms. Gwen shook her head in confusion, lifting a hand from her crossed arms to bat the wavy locks out of her eyes.

Peter lifted his head and his brown eyes sunk into her green ones, the tangled streaks of color within their irises meshing into one bonded color. The look of compassion and confusion in her eyes seemed to form a cocktail of emotion, the outcome being a look of fear.

"When you said you want one day..." he lifted a finger sharply, Gwen's eyes latching to it. "...one day without Spiderman..."

"Yeah?" Gwen raised a thin eyebrow, huffing with aggravation at her hair bellowing in her face. Peter shrugged and sunk his hands into his pocket, tilting his head back and exposing his tensed neck and Adams apple. She watched it bob as he swallowed over the thick lump.

"Why?" he asked. Gwen's eyes darted before looking up at him again.

"Why?" she repeated back, a slight tone of annoyance. He shrugged again and nodded, avoiding looking into her eyes. "You're asking me _why_ I want one day without you pulling on that mask and risking your life?" she snarled, eyes flaring at him. He sighed and deflated. She shook her head and scoffed, nose scrunched in annoyance.

"Okay, maybe that wasn't the right way of saying it..." Peter mumbled. Gwen nodded sarcastically and scoffed loudly. "Gwen..." he called as she turned her back to him. She spun around, shrugging back aggressively.

"What? What Peter? What, you can't go one day without being..." she looked around, lowering her voice. "One day without being Spiderman?"

"N-No, I-I-I-I can." He nodded sharply. Gwen scoffed. "But what I don't understand-

"_What's that_?" she sarcastically tilted her head.

"You! I don't understand _you!_ I mean, you say you love that I'm Spiderman, but then you want some time away from it all? I don't get it!" He sighed. She shook her head and gritted her teeth.

"You want to know why, why I want _one day_ where I don't have to worry if you're hurt, or worse!" She snapped, shoving him. He staggered only slightly, eyes wide on her. He could see the faint tears in the corners of her eyes. "Wh-Why I want _one day_\- Twenty four hours- where I don't have to freak out if you don't answer your cell after three missed calls?!" she sniffed. He felt guilt creeping its way up his spine, each cold finger plucking on his bony ridges.

"Why I-I-I want _one day_ where I don't panic if you don't show up on my fire escape, and panic when you do, because it's probably because you're injured!" Gwen shouted with curled fists at her side. Luckily the street was empty of most people, only a few cold bystanders raising eyebrows before walking onwards. Peter rubbed his rasping hands down his face, groaning guiltily. Gwen caught her breath and carried on.

"I told you, I told you _the moment_ we got involved that I will _not_ watch you die, all to be a hero! I-I won't." She sniffed, shaking her head repeatedly. "I can't lose you...I can't."

Peter sighed and cautiously approached her, attentively wrapping his warm hands around her small fists. She soon slackened the tight fists and let him massage her hands with his tough fingers. She sniffed and looked up at him. "I won't lose you to this...I love you so much more than Spiderman." She gasped. He lifted her hands and kissed the backs of them, Gwen closing her eyes, enjoying the sensation of his warm lips leaving damp circles on her hands. She reopened them and he was nose to nose with her.

"I'm sorry. I...I'm a real jerk with this stuff." He huffed, pressing his forehead to hers. She chuckled over a quaky sniff.

"Yeah, you are."

"I'm trying to be better, Gwen, I am. I-I'm cutting down on how often I go out at night, I-I don't cut as many classes, I get my homework done on time."

"Thanks to me, remember?" she smirked weakly. He chuckled and grinned.

"Yeah, well...you are one of Midtown Science's best and brightest. Second in your class, right?" He grinned mischievously. Gwen scoffed and leaned back, smirking at him.

"Oh yeah? You-You sure about that, Bug boy?" she laughed faintly. He nodded.

"Pretty sure." He laughed as she enveloped him in a hug.

"Peter...It's not that I hate the fact you're...Spidey, I love it! It's just...who's the next big baddy gonna be, you know?" she sniffed in his ear, arms tight around his neck. He ran his hands down the small of her back. "I mean a giant lizard...what next? Who's gonna try and get Spiderman as a-sniff-a trophy next?" she let her shaky voice breathe. He sighed and rubbed her back gently, soothing her.

"Gwen..." he reeled her back and held her upper arms, gently caressing them with his thumbs. She sniffed and looked him in the eye, wiping her eyes of the very faint water. "I have a responsibility to protect this city." He spoke. She nodded and sniffed. "But my biggest and most important responsibility...is to you." He smiled warmly. She snapped her eyes on him.

"Wha...what?" she asked. He shrugged.

"I care about you more than I do this city. It's my responsibility, sure, all of the people who live here are, I just...everything I do is so you can sleep safe at night, so you can walk the streets without fear. Everything...is for you." He implied heavily as he held her arms and looked dead into her eyes. "I belong to you, and you alone." He grinned. Gwen blushed and bit her lip. "Oh...and Aunt May." He grinned with a wince, Gwen chuckled weakly.

"Umm...wow, hah...wasn't expecting that. I-I'm sorry, I just...I guess with everything that's happened with my Dad, I just..." she shrugged, looking back up at him. "I need to know that you're not gonna disappear too, you know?" She sighed, rubbing her brow. "It's sappy and pathetic I know, I'm usually stronger than that." She nervously laughed, shaking her head at herself.

"It's not...It's not sappy." He grinned. Gwen scoffed. "I understand, I do. I can try harder...to, you know, make more time for you, m-maybe let the police do some work." He grinned as she chuckled.

"It would be nice if you could let them arrest someone for a change." She smirked, rolling her eyes at him. Peter laughed and ran a hand along her soft creamy cheek, her hand instinctively coming up to cover his.

"I love you Gwen, so damn much."

"Ooh, a curse word. You really _do_ mean it." She grinned. He smiled and gently pressed his lips to hers, the warmth within them emanating between the softly conjoined lips. She wrapped her arms around his neck and pressed her body against his, his hands finding their way to rest on her curvy hips. Slowly they peeled their lips apart and panted for air, the crisp cold oxygen drying out their lungs.

"I love you too Peter, I love you so so much." Gwen smiled, kissing him again. Slowly they parted and reveled in the heat that had formed a cloud between them.

"Come on, let's get some ice cream." He smiled. Gwen raised an eyebrow.

"Peter, it's like minus four hundred out here." She scoffed. He chuckled, shrugging.

"Probably a bit warmer than that." He grinned. Gwen shuddered, wrapping her arms around her tightly coat wrapped body.

"I highly doubt it." She shivered. He wrapped an arm around her shoulder and kissed her hair.

"Something warm then? A coffee?" he asked with a raised eyebrow. Gwen tilted her head and firmly pushed her bottom lip up against her top one in approval.

"Coffee sounds good." She nodded as they walked together, arms around one another. Peter laughed faintly as he watched the huge clouds above part slightly, revealing the dark blue sky and forming stars. Yeah, he could definitely go a few days- let alone one day- without being Spiderman. Gwen meant a lot more to him anyway. When it came down to it, the choice was easy: Webslinging across Manhattan or spending quality time with the wonderful girl currently against his side, playing with the hand that was round her shoulder, looping her fingers around his.

Yeah, this beat webslinging.

But he was torn...between protecting Manhattan and all it's children, protecting his wonderful Gwen and Aunt May, and wanting to hang the mask up for good...before inevitability claims him, and as a consequence...her.

...

Francis arrived in his apartment, slipping the access card through the door, sliding it open as he heard the faint click of it unlocking. He rubbed his forehead and sighed, setting the card down on the desk with his keys.

He looked around the currently eerily still pitch black room, only the faint fluttering of the curtains across his sliding balcony door. He raised an eyebrow at the billowing curtains. He remembered shutting the door before leaving earlier today. He cautiously slid the oak drawer of the desk open and pulled out a chrome plated M9 Beretta.

He slid the magazine out into his palm, the cold metal tickling his aged calloused skin. He slid it back in and cocked the gun, slowly approaching the doors that the curtains fluttered around. He jumped slightly as the front door shut with a loud click. Shaking it off and gulping over the tremor in his throat, he neared the balcony doors.

He carefully looped a hand around the silky curtains and pealed them apart, seeing the doors open and the balcony empty, only a small deck chair in the corner by the railings. He aimed the pistol back and forth, the gun rattling as his hand shook.

Nervously he scoffed a laugh and ran a hand across his sweating scalp.

"May-Maybe my memory is worse than I thought." He shook his head left and right, turning back to the apartment. Huffing and patting his belly, he yawned and set the Beretta down on the leather couch. Slowly he took his suit jacket off and hung it up on the coat rack, stretching his aged shoulders, bones groaning and clicking.

He flicked the light switch and squinted as the room suddenly burst bright white. His eyes adjusted and he sauntered over to the Kitchen area, scratching his back. The obese man reclaimed a bottle of beer from the refrigerator and stood up straight, shutting the door to the cold box with his foot. He turned and felt his hand drop the glass as a sense of fear overlapped his sense. The bottle smashed against the floor and a foaming explosion of alcohol flooded the ground. He stammered and gasped, seeing the figure currently sat in the armchair across the room, green piercing eyes staring at him.

"Oh my...Jesus." he placed a hand over his currently tightening and constricting chest. Norman stood up from the chair, shaking his head as a huge grin spread across his disfigured face. The burned and scarred flesh, long pointed ears and slick back hair made him a terrifying sight. The huge hulking armor clunked and thudded against the floorboards.

"Tssk, Tssk, Tssk, Francis, Francis, Francis, what am _I_ gonna do with you?" The Goblin cackled, walking around the sofa, running a gloved armored hand across the sofa, trailing the metal claws across it, ripping the leather skin.

"Norman, Jesus, what did you do?" he asked, stepping back as the Green Goblin neared him slowly.

"What you made me do. You drove me to this Francis, you left me no choice!" the Goblin's sinister voice grinned. He suddenly jerked forward, hand wrapping around Francis's throat, lifting the choking man off the ground, feet swinging helplessly. He choked and spluttered, hands clawing at Norman's muscular wrist.

"Now...Where is the cure?" Norman snarled, licking his scarred lips. His pointed nose gave a sniff and he tilted his head. The mechanical armor shifted and hissed as his shoulders rolled.

"I...I...don't know!"

"You're lying." The Goblin tightened his grip, making Francis's face turn blue as he wheezed.

"It's...It's gone! We destroyed it!" he managed to breath. Norman dropped Francis to the floor with a loud thud. He gasped and heaved for air, coughing and spluttering into the floor. He desperately tried to fill his lungs with precious oxygen. Norman paced back and forth, huge boots creaking and stomping on the floorboards. Francis lay on his belly, staring through Norman's pacing legs, seeing the chair where his gun was laying.

"You...destroyed it?" the Goblin snarled, his lips flaring, pointed chin tensed. "My only hope...gone!" he roared. Francis sat up, eyeing the chair and Norman, eyes flitting back and forth.

"Now...Norman...take it easy. W-we can fix this."

"That cure, was my last hope. And now you..." he turned to face him, Francis wincing at the sight of the green hued skin and scarring. "You come along, and destroy all my hope, my chances!" he roared. Francis stumbled and crawled across the floor. "I offered you a deal with Oscorp, and you spat in my face!" Norman roared, swinging the back of his hand across Francis's side, sending him hurtling across the room and crashing against the sofa, knocking the air out of his lungs.

Francis wheezed and gasped, hoping his currently sealed lungs reopened. He gasped and filled the organs with air, spluttering. Norman paced towards him, throwing a table aside like it was made of polystyrene. The wooden desk exploded into splinters and timber against the brick wall.

"Where are the other Benefactors!" Norman snarled as he pressed his huge armored foot down on Francis's rounded chest. The man under heel gagged and pleaded.

"Nor-Norman, stop! I-argh!"

"Where are they?!" he bellowed, pushing harder, the ropes of muscle going down his thighs tensing. Blood trickled from Francis's mouth.

"The Festival, in Times Square!" Francis wheezed, coughing and spluttering as Norman released his foot from his chest, the cleat like clips underneath the boots leaving puncture marks on Francis's stomach.

"See that...No loyalty, no trust." Goblin leaned down to him, wetting his chapped lips and running his triangular tongue across his black gums. Francis wept in fear. Norman chuckled from deep down in his throat. "So...the board of Directors...out am I?" he grinned, stepping away from Francis.

"Wait...where-where are you going?" Francis sniffed. The Goblin approached the balcony doors, looking back over his huge mechanically armored shoulder.

"Revenge is a dish, best served cold!" he cackled maniacally as the huge black Glider hovered over the balcony, a cloud of luminous green light glowing beneath it, a haze of heat from the thrusters. Norman easily leaped the several foot jump and landed on the board, his boots clicking into place.

Francis smiled weakly. "Thank you! For not killing me, Norman." He cried. The Goblin grinned and scoffed. His right arm extended and the large green gauntlet launched an orange grenade into his palm. He clicked the button and watched it beep. Francis's eyes widened.

"Norman, no, no, no!"

"OUT AM I?!" Norman roared as he threw the grenade into the apartment, turning the glider and taking off in a streak of green. A final scream cried out before the entire apartment exploded in a ball of heated fire. Debris rained outwards and the bang echoed over the monstrous cackle that came from the Goblin Glider.

...

Peter felt a tingle race up his spine, but he ignored it, taking it as shivers. He shrugged and peered up at Gwen who was sat across from him in the coffee shop. It was now late evening, and snow had begun to fall outside, many people taking shelter inside the busy shop. Gwen swirled her finger over the brim of the cup, Eyes flitting up from the swirling mix of coffee and milk.

"So umm...there's that festival on in a bit, Iron Patriot, you know?" Peter smiled. Gwen let an airy chuckle leave her lips and she nodded to him.

"Yeah, sounds cool. You wanna go?" she asked. He nodded to her.

"Yeah, yeah it sounds like it could be some fun. New York could do with a moral boost." Peter chuckled. Gwen nodded.

"Yeah-no-yeah, definitely. We all could." She smiled weakly. Peter let a hand slide across the table and squeezed hers.

"Gwen, you look beautiful today and all, but...you look tired, exhausted even." He sighed. Gwen huffed and let her shoulders sag, an expression of '_that easy to tell?' _on her lips and tired eyes.

"More Nightmares?" he asked gently and quietly. She nodded, eyeing her drink, index finger swirling over the plastic lid.

"It's stupid, childish. I shouldn't be having nightmares at my age." She snarled. Peter chuckled.

"Gwen, everyone has nightmares. You don't have to put up a defense against me." he smiled warmly, comfortingly, his hand squeezing hers.

"I know-I know- I know, I'm sorry. I just...It's hard to talk about, especially to you." She pointed a delicate finger up from the table at him. He raised an eyebrow.

"Huh? W-Why me?" he nervously chuckled. Gwen furrowed her eyebrows and eyed the table. "Hey...Gwen." she looked back up at his soft voice.

"I...You know I usually have nightmares about Dad...D-Dying?" she asked him gently. He nodded immediately, taking her hand in both his to comfort her. "Well...this time...Quite-Quite recently actually, they've been...ab...about you." She spoke quietly, her voice a croaky whisper. Peter scrunched his face in thought, making Gwen smile and chuckle weakly.

"Me? W-Why me?" he took one look at her face, and he mouthed an "Oh" in realization. She shrugged and pulled an embarrassed face. "Oh, Gwen...so that's why you haven't wanted me to be Spiderman as much?"

"I guess...a little bit." She couldn't look at him. "It's so stupid, I mean I'm a grown woman, why am I getting all messed up over bad dreams? Such a dweeb." She huffed. He chuckled and scooted his chair around to her side, taking her hands in his, flipping them over and over. She looked up his sleeve and saw the Spiderman suit and webshooter, making her smirk and shake her head.

_My Bug Boy, my Peter._

"Gwen, I am _not_ going to die." He promised. She scoffed. "I know it's a stupid thing to promise, but I will always come back to you." She looked up slightly and he grinned at her.

"You can't promise me you aren't going to die, Peter." She sighed heavily. He nodded, licking his dry lips.

"No, I can't. But I can promise you that I will fight like hell to hold you again." He said, eyeing her small hands in hers. "I will fight like hell, Gwen; to hold you, to see you, to hear your voice." He smiled at her. She chuckled airily and smiled back warmly.

"Gwen..." He shuffled and held her hands, looking back at her. She eyed him curiously, Peter clearing his throat. "Gwen, falling in love with you was never my intention, but it became my addiction." She lowered her eyes and now all Peter wanted was to make her laugh, he needed to hear that melody of wonderful giggles and snorts. He lowered his head, seeing her shoulders bob in his peripheral vision.

By now she was laughing and smiling uncontrollable, making him smile. "Oh my god, you are so cheesy and corny! You're such a dork!" she laughed as he did, a slight snort sounding from her as she laughed.

She calmed herself to small chuckles. "Oh...and that's what I love about you." She smiled, kissing him. He reciprocated, kissing her back, ignoring the wailing Fire Engines as they raced by. Peter peeled his swollen lips off of hers.

"You have nothing to worry about Gwen, okay? I'm fine, and I'm gonna help you get over all of this. The - The - you know - the nightmares, all of it, okay?" he nodded. She smiled warmly and looked at her coffee cup. He cleared his throat and Gwen stirred, looking at him through her bangs. "We cool?" he asked, rubbing his neck.

"We are_ so_ cool." She nodded sharply to confirm. Peter scoffed a grin and kissed her again. He peeled apart, standing up and hauling her up by her hands.

"Argh, _now _where are we going, urgh, can we not sit down for, like, five minutes?" she moaned, pouting.

"No, no, come on, come on, we gotta go- gotta go see this show in Time Square, come on." he flicked his head towards the door. Gwen picked up her coffee and followed him out of the shop. They stepped out into the open streets of New York, the floor painted white by the incredible heavy flurry of snow. Both of them lifted their heads and watched the snow fall onto them, the gentle flakes prickling their sensitive faces. They both closed their eyes and hummed happily as Gwen snuggled up against his side, both enjoying the snow, unable to see the green hue that raced through the clouds with a muffled cackle.

"Come on Bug girl, let's go." He smirked. Gwen chuckled and sipped her coffee, enjoying the way his arm wrapped her in against him.

"Right beside you, bug boy." She giggled as he kissed the snow fluffed hair on her head, her fragrance filling his nostrils. Suddenly she halted, forcing him to as well as she was currently latched to him. He looked down at her, confused.

"I...it's like, six O'clock. We've got plenty of time before it gets good...and...Well...there's something I wanna do before we go." She shrugged. He let go and stood before her, eyeing her softly.

"What's that?" he asked gently. She looked up through her fringe and just by the sad glint in her eyes, he knew immediately.

"Oh..." he nodded, gulping and wetting his lips. "Yeah-no-yeah, we-we can do that, we can-we can so do that." He nodded comically fast, whispering softly. She smiled and took his hand, both turning in the opposite direction.

...

_George Stacy_

_Loving Father and devoted Husband._

_We will miss you forever, and love you always._

Gwen sighed as she stood before the Grave stone, sniffing and rubbing the tops of her fingers under her nose, the cold weather battling her immune system. Her red nose trickled and she wiped it again, sniffing profusely. Peter stood slightly back, giving her the time she wanted to be with her Father. His hands shoved into his pockets, hood over his head, he watched her as she simply stood before the stone.

Peter sighed and felt the cold winds slash against his skin, cracking like an icy bullwhip across his nostrils. He peered up slightly as the Moon filled the sky, peeking over the dark night clouds, as if watching over Gwen, a lunar pupil in the dark iris of the sky. He heard a sniff and looked back down, seeing Gwen kneel down. From behind he couldn't see, but he knew what she was doing. A slight proud yet sad curl graced his lips as he watched her.

Gwen slid her gloved palm across the stone slab, pushing the snow apart, parting it like the red sea. She pulled the mittens off and sniffed and batted her eyes, looking at the polished slab, a chrome cylinder placed in the marble. She saw the burned wick of the candle tip and sighed as she had no way of lighting it, no way of lighting up his grave for the cold night. She pushed her hair aside and sniffed, feeling the cold winter mucus running down her nostrils. She rubbed her reddened nose again.

"Hey...Hey Dad." She smiled, sniffing. The Grave had no such response. "Merry Christmas. Th-Thought I'd come down and...give you your...your..." she cupped her mouth and felt her eyes stinging. Slowly she tamed her nerves, emotions flooding like a cracking dam. "Whew...thought I'd bring you your present." She smiled weakly as she began to cry gently, her eyes glimmering like glass.

She placed the flowers she'd bought on the way to the Graveyard down gently on the cleaned slab, making sure the clotted snow didn't claim the flowers, biting with frost at the soft red petals. She rested the bouquet down and chuckled weakly as warm salty tears melted small holes in the snow.

"I know, I know, you never liked flowers. Not macho enough, right?" she grinned, slowly curling into a trembling pair of lips. The curved lines from her nostrils to her lip ends creased and her nose scrunched, eyes filled with tears and reflecting like shining glass in the lunar glow.

Peter couldn't bear the sounds of her stricken sobs any longer. He sucked in his bottom lip and eyed the sky once more, before cautiously sauntering over, hands still in his pockets. Peter's heart felt like it was being squeezed by two vice tight cold hands, blood threatening to burst the seams.

He neared her gently and crouched beside her. Immediately Gwen put on her brave face, wiping her eyes as quick as she could. His lips curled slightly and he pushed the snow off of George's Grave.

"Oh, I-I just have something in my eye, like a twig, you know, or a branch." She sniffed, wiping her eyes with her fingers. He grinned weakly and sat back on the snow, the cold sinking into his legs immediately, numbing his body.

"H-Hey Captain Stacy, sir. It's your old buddy Peter Parker." Peter said, Gwen chuckling weakly as she wiped her eyes, sniffing profusely. "I know-I know we never got along, but I respected you, a lot, a hell of a lot. You helped me fight Connors. I-I-I can't thank you enough for that." Peter lowered his head and scoffed under his breath. "I'm...I'm working on returning the favor though. I kn-know, that it-that it wasn't our deal, my promise...But sir, I...I will always put Gwen first." He swore to the still Stone. Gwen sniffed and wiped her eyes with the heel of her palm, a faint smile curling her lips.

"I will look after her, you have my word sir; Rest in peace. Oh, and Merry Christmas, sir." Peter said, going to get up as he pushed off the cold floor.

Suddenly his cold wet hands were very warm, and being squeezed. He looked down and saw Gwen holding him like life itself, the begging in her eyes, the glassy euphoria that clouded her irises, the streaks of salty tears that cascade down her plump cheeks.

"P-Please stay...here." She pat the frozen ground beside her, lip trembling. It didn't matter that it was below freezing, or that hypothermia felt only a stone throw away, Peter sat down and sucked it up, pulling her against his chest as she sobbed loudly into his jacket, her hand balling up his Hoodie.

"Shh..." he gently hummed. "Let it all out, Gwen. Let it all out." He whispered softly, stroking her back. She gagged over tears and heaved into his chest. Peter gently held her and let her cry, let her vent months and months of pent up emotion, all in one moment. He stared forward at the stone.

"I can't keep that promise sir. I'm sorry, _but I can't_." Peter whispered to the wind. He stared at the silent stone, peering into the carved name of _George Stacy._"You were right. This city _does_ need me. But Gwen...she needs me more, and I need her too. I hope you can see that. Merry Christmas, Captain Stacy." Peter smiled sadly as he gently reached over and pushed the petals away from the crawling, clotting snow. Gwen stayed against his chest, heaving as she looked over at her Father's grave.

"I love you Daddy." She whispered, her eyes raw with tears. Peter kissed her head and hummed sweet nothings in her ear. "We...We all miss you. Howard, Simon, Phillip...Mom." Gwen sat up, her ability to talk regained. Peter smiled softly at her as she began to rebuild her composure. She wiped her eyes and blew trembling air through shaky lips.

"I'll make you proud Daddy, I promise. I'll...I'll study and get where I want to go in life. I'll make a future for myself, but I will _never_ forget the head start you gave me." she trembled, smiling at the Grave stone.

"And hey...I'll live the dream, for you. I'll live in that chocolate house." She smiled a faint chuckle, hearing Peter laugh gently beside her, a toothy grin on his features, knees bent and wrists balanced atop them. "Even if it is impractical." She nodded proudly to the Grave Stone with narrowed, focused eyes, feeling that if he was watching down on them right now, a smile would graze his usually stern demeanor.

Peter leaned closer. "...And fattening, don't forget fattening." He grinned as she shoved him with a chuckle.

"Its...It's gonna be an...urgh, an awful Christmas without you. B-But we'll find solace in each other, and we'll share laughs, hell we'll even drink! But all of it...will be made happier, knowing you're watching over us...keeping us safe, even after your gone." She smiled at the stone, sniffing as she leaned forward. She kissed her fingertips and pressed them to the head of the stone, letting them linger on the icy surface, before peeling back and sitting up on her knees, soaking in the bitter inch deep snow. "Love you Daddy, always." She smiled, going to get up. Peter helped her as they both stood, looking down at the Grave stone.

"Thank you Peter, for coming with me. Sorry about...you know, all the crying." She rolled her eyes at herself. Peter scoffed.

"No-hey-no, no I'll always be here for you Gwen, you-you know that." He nodded and shook his head comically fast to intensify the point. Gwen smiled as she kept her eyes glued on the stone.

"Thanks all the same. I...I wanted to see him before Christmas, you know? Let him-let him know I'm always thinking of him." she shrugged turning to him, her eyes puffy and red. He slowly lifted his hands and brushed the salty tears away from her luminous eyes.

"You don't have to thank me Gwen, okay? You came with me so often when I visited Uncle Ben. It's what you do when you love someone." Peter smiled as he brushed her cheek. she smiled under the soft touch and slowly lowered his hand from her cheek.

"Not...Not in front of Dad." She laughed weakly, Peter grinning an airy laugh, nodding quickly.

"Yeah...Yeah, He'd kill me." He laughed as Gwen nodded vigorously.

"Yeah-no-yeah, he'd have you as a stuffed Spider on the wall." She chuckled as Peter laughed outright, shaking his head to the ground.

"Stuffed spider." He chuckled under his breath. He lifted his gaze and met Gwen's, the lunar light painting her in a stunning shower of faint white beams. Her locks of gold tumble into her eyes and she blinked gently in his direction.

"He was a great man." Peter nodded, gulping. Gwen smiled and nodded too, looking at his Grave.

"Yeah...Yeah, he really was." She huffed and decided to cheer up the subject. "So, you want to go to this...show? Peter?" she tried to get his attention, but his eyes were widely set on thin air, like a dog if they hear something miles off. She sees Goosebumps create cold rivets along his neck and the hairs on his arms stand up beneath his sleeves.

"Peter, what is it?" she asked, stepping closer. He snapped his concerned eyes on her, wetting his lips and gulping. His huge brown doe eyes turned and he peered over his shoulder towards the night time city.

A ringing sounded in his ears and a cold shiver raced up his spine. Something had set off his Spidey senses again tonight. His eyes narrowed towards the skyline of black towers, flickering of white lights across the buildings.

Fireworks popped and burst in vibrant showers of color across the city, delayed bangs echoing seconds after the bright explosion. Fizzes and pops sounded as multicolored hues of light shower the pair in damp color.

"Something's wrong." Peter summarized. Gwen raised her eyebrows.

"What, what is it? Peter, talk to me!" Gwen asked with a gulp. Peter snapped his eyes on her and he shuddered.

"The Festival." He looked back to the city, something in the back of his mind pointing deathly towards Times Square. A cold spell cracked across the back of his neck and a sickening cackle sounded from miles away, only his hyper sensitive hearing being able to pick it up.

"Gwen, Gwen I'm sorry-I'm sorry- I'm sorry, but I gotta go." He grabbed her hands and bowed an apology, shaking his head as he did. She nodded profusely.

"Yeah-Yeah-Yeah, go, go! She cheered, kissing him on the lips for good luck. He was about to turn and leave when he stopped, looking from her to the Grave stone. The sudden guilt of the situation hit him. He was going to leave her on her own by her Father's Grave.

"Urgh, I gotta go-I gotta go, why now? Why do it now?." He grumbled to himself, shaking his head. Gwen nodded and bit her lip.

"It's okay, go Peter. I'll umm...I can get a cab home. See you later?" she winced with a gulp. He walked back across the yard to her, capturing her in a passionate kiss, a flurry of emotions fizzing in her brain as her lips felt on fire against his. He peeled away for air and pressed his hands to her cheeks, looking into her eyes.

"Be safe, okay? I'll see you later tonight. Keep the window unlocked." He winked, kissing her forehead before turning and running on foot, suddenly shooting a web upwards and vanishing out of sight.

"I always do!" she called, bobbing on her toes, looking down at her Father's grave with a heavy sigh. "I always have..."

...


	9. Keep your eyes on me!

**Author Notes: Enjoy guys, a lot going on in this chapter. Goblin vs Spidey at long last! And plenty of Gwen and Peter for desert ;)**

* * *

**Chapter Nine: Keep your eyes on me!**

...

Heavy thumps shake the ground as an earthquake of bellowing music blares across Time Square. A huge Stage stands in the centre, crouched before the towering tree, freckled in amber lights and wrapped in glittering tinsel. A blistering burst of light erupts in vibrant colors, a showering rainbow of sparks and smoke, fireworks crackling and exploding high above the thumping Festival. Huge banners of red, white and blue drape across the stage area, scaffolding poles, metal plates and wooden decking making the huge flat platform one solid structure. Huge search lights dance and flash as they send pillars of solid light higher and higher into the sky, painting warped circles of damp light onto the rising black clouds, snow filling the air in delicate flakes.

Times Square was as gorgeous as ever, walls upon walls of flashing lights, blistering beautiful collaborations of color flitting from animated billboard to billboard. Huge screens flare and advertise restaurants and shops. The bright red behind the golden arches stands out against the pure white of the jewellery advertisement. Cheers and applause reign across the festive celebrations on Christmas Eve. Bobbing heads, all made unique by different shades of hair dance to the pumping music that roared across the late evening city.

Manoeuvring through the crowds, Helen Stacy, wrapped up warm in a fur coat tugs the hands of her youngest children, Simon and Phillip. Both the children, coiled up in blistering warm garments, peered up at the sky, tongues out to catch the falling flakes. The icy snow melted against their warm taste buds in seconds. Their Mother stopped and huffed, finding a place close to the railings that kept the crowds from the stage. She pressed her gloved hands on the cold damp metal, breathing out a heavy sigh of condensation. Simon and Phillip flank their Mother, peering up at her with youthful energetic eyes.

"Mom? You okay?" Phillip asked. She gave a sad smile and gently tugged his hat down over his red raw ears.

"Mommy's fine. She's got you two." She grinned at them, both of the brothers enveloping her in a warm hug. She savoured the feel of being so close to her children, even if Gwen was being slightly rebellious towards her. She just had to hope that she wouldn't have to pick up the broken pieces again after Peter grows bored of her. She snarled and quickly smiled as her children exited the hug.

"Love you too, Mom." Simon smiled. She kissed his cold forehead, earning a "Yuck, Mom!" from the boy. She smiled and stood back at her full height, crossing her arms over her chest, chattering teeth towards the stage. Suddenly the music died down and a booming voice came from the surround sound speakers.

"Ladies and Gentlemen, we all know why we're here!" the man in the Tuxedo on the stage riled the crowds up. "We are here, to remember why America is the land of the greats!" he roared, the crowds cheering in agreement.

A green flash in the sky caught Helen's eye, but she shook her head and turned back to the stage, gulping. As a Police Captains wife, she picked up a few things along the way. She eyed the Police Officers protecting the stage and overseeing the event. She noted how they were chattering into their shoulder mounted Radios, giving each other nods and hand signals. She recognised one and it made her gulp over a lump her throat was harbouring: The hand signal meant "Call Dispatch for SWAT."

She bit on her gloved knuckle and bobbed on her toes, ignoring the cheering crowds around her, eyes flitting up to the sky at another Green swish behind the rumbling torrents of cloud. Simon and Phillip were beside her, cheering to the stage too. She snapped her attention back in time. The man with the microphone smirked and lifted it to his mouth.

"Then it is...my humble pleasure...to introduce you all..." he looked up and pointed to the clouds as an amber glow raced through the foggy abyss, a sonic boom rumbling. The crowds of thousands fell silent as they watched in awe, necks craned up to the sky. Suddenly a bang sounded and a crackle erupted, followed by a loud metallic thud on stage. The massive Iron Patriot suit, clad in shiny blue, red and silver colors stood up from the knelt landing position.

"...To the Iron Patriot!" the man roared into the microphone as James Rhodes outstretched his arms, nodding to the crowd, riling them up as they burst into a frenzy of cheers, waving lighters and flags. Simon and Phillip watched in awe, tugging on their mothers sleeve.

"Mom, look, It's the Iron Patriot! He is so cool!" Simon's wide eyes were captivated by the Star Spangled Iron man. Helen gave a fake smile and nod to him, turning her attention back to the officers, all gathering behind the stage and issuing orders. She bit her knuckle again, growing nervous as another fly by of green raced overhead, a jet engine roar sounding with it.

Everyone peered up as a loud cackle gave way like thunder through the clouds. The man in the Tuxedo on stage lowered the microphone, eyes fixed on the sky. The mechanical suit around Rhodes leaned over slightly, silver mask to the man's ear.

"Err...Is this part of the show?" Rhodes asked. The man gave a slow shake of his head, mouth agape as the green hue in the low clouds came around, disappearing behind towers and reappearing on it's return. Helen held her children close as the music stopped and silence overtook the once roaring Times Square.

"Mom...what's that?" Phillip asked. Helen huffed a shaky breath and shook her head, fearful eyes set on the approaching hue.

"I-I don't know, honey."

The search lights that once painted light on the clouds tilted and angled towards the green glow. Suddenly a black entity became clear, racing on top of the green cloud of light. People gasped, some screamed, but Helen kept her kids behind her, safe. The Green Goblin flew his Glider low over the crowds. He snarled and cackled, turning his attention to the Iron Patriot.

"Is that...a Glider?" the man on stage stammered.

"Here's a hint!" Goblin laughed as he launched a green glowing missile at the stage. People screamed and scattered like ants, fleeing for safety. The man on stage wailed and shielded his face as the Iron Patriot stepped in front, catching the missile and digging his mechanical heels into the wooden floorboards. The roaring missile pushed against his Repulsor palms as Rhode's gritted his hidden teeth.

Suddenly the missile exploded in a catastrophic ball of fire, blowing Rhodey against the wall, the suit's Arc Reactor flickering. The eruption lit up the night sky, a demonic cackle coming from the hovering Goblin. The man dropped the microphone and sprinted off the stage. Rhodes sat up and groaned, the suit whirring and grinding as he peered through the Patriot lenses at the Goblin atop his Glider.

"You think wearing that suit makes you a hero? Lets see what heroes are made of!" Goblin cackled, flaring his black gums at Rhodey as he fired another Missile from under the mechanical bat-like Glider. Quickly Rhodey lifted his red and blue palm,encasing the missile in a ball of white light. The Repulsor blast annihilated the missile, another huge fireball exploding over the stage. The Goblin lifted his Glider higher and higher above the lapping flames and wobbling horizon of heat.

"You call yourself a Patriot? They'll cast you aside to die when their done with you, just like me!" Norman roared, his scarred skin stretching. Rhodey couldn't recognise him, not through the wobbling flames and distorted heat, on top of Norman's already disfigured appearance. Norman sneered and raised his wrist, selecting the machine gun option, which his Glider gladly readied with two massive barrels. "Where are the Benefactors?!"

Helen lay on the charred ground, both her kids huddled to her as they watched in fear as the Goblin assaulted the Patriot. Fire began to bite and chew at the wooden stage, heated metal bending and groaning, smoke billowing high into the winter sky. Helen watched in horror as a piece of metal snapped and warped, falling from the stage. She shielded her children from the falling debris with her own body. Both the boys screamed in horror and Helen closed her eyes tight.

A few moments passed and she turned to see the metal beam suspended in the air...by webbing. Suddenly a swooshing sounded and she saw a silvery cable swing around the side of a building. A red and blue clad man landed atop the tall nearby tower, the glow of the massive electronic billboard illuminating him. She couldn't help the small smile that curled her lips as her kids sat up, pointing.

"Spiderman!" they cheered.

Peter looked through his shattered lenses at the burning stage, seeing the Goblin hovering above the Iron Patriot. "Why are my enemies always green?" Peter huffed. He leaped off the tower, shooting a Biocable to the opposite structure, swinging around, racing through the cold air at the Goblin.

"Yo Kermit!" Peter hollered. Norman peered up from the stage below, flaring his yellow fangs at the incoming Spiderman. Peter swung round, over the flames, planting his boots firmly into Norman's armored chest, knocking him off the Glider. Peter released the cable and fell with him, gravity hauling them both downwards. Peter slammed a fist into Normans disfigured face, sending them both falling into a somersault. Quickly Peter shot two cables, each latching to the Goblin's shoulders. He pulled down on the cables and pushed his feet against the Goblin's incomplete chest plate, pushing off of him with all his might, sending Norman hurtling faster and faster towards the ground.

Suddenly the concrete exploded and rippled outwards as the droplet of Norman Osborn slammed into the ground. Peter landed atop his chest, punching a fist into Norman's wedged head. He spat greenish red blood and smirked.

"Spiderman, we meet at last!" he grinned.

"What is with you bad guys and the colour green, seriously?" Peter jousted back, the red chin of his ripped mask bobbing. The suit was very worse for wear, covered in tears and rips, the long gashes from Connors's long talons still etched across the Spandex chest.

"I find Green very fitting...for a Goblin!" Norman roared, lifting his feet from their concrete casings and pressing them to Peter's chest, pushing him up into the air, just as his Glider flew over, clipping Spiderman and sending him hurtling through the air. The Glider slowed to a low hover, dust bellowing up beneath the board as the Goblin broke free of the concrete's grip. He leaped onto the Glider, his boots latching into place.

Peter hit the side of a building, a douse of concrete and brick erupting outwards, the building spitting a spray of water from burst pipes. Peter just managed to latch a hand to the wall, stopping his dazed fall. He shook his masked head and looked back at the Square. He locked eyes with the Green Goblin, sneering atop his Glider, hovering over the flames.

Peter tensed his muscles and ignored the flood of lactic acid gripping his torso. Suddenly Peter snapped his eyes below the Goblin, seeing Helen and the boys. His heart stopped cold. He was not about to let Gwen lose any more family members, not at all. He peered back at the Goblin and he'd seen the subtle shift in Spiderman's head. He peered down at the floor below his Glider and saw the cowering family. He peered back at Peter with an evil grin.

"No...no!" Peter roared, hopping off the wall and swinging a web towards the Goblin. The Glider lowered to a hover and Norman stepped off the jagged wing, his huge metal boots clanking as he neared the Stacy's. He quickly reached behind the protective mother and gripped the shirt collar of Simon, hauling him up into the air with one hand.

"No!" Helen screamed, Spiderman landing with a thump beside her, lifting his palms to steady and calm the Goblin. Norman swung his other wrist, knocking the broken beam of metal supported by webs aside like it was a cardboard tube.

"Now...just...just put Simo-the boy down." Peter corrected. The Goblin cackled and held the crying boy in his grip, snarling. He shifted his huge boots and stood broadly in front of Spiderman.

"All I want, are the cowards..the Benefactors." he snapped, looking into the suspended boys eyes. Peter gulped and slowly tread closer.

"So...So you're out for revenge, huh?" Peter spoke quietly, trying to ignore Helen's pained sobs from the floor. Norman grinned at Peter. "Yeah, I was once too. Guy who hurt my family...it wasn't a good time for my life." Peter spoke the truth. The Goblin nodded, tightening his grip on Simon's throat, making the weeping boy gag. Peter clenched his teeth and fists. "but you have to understand...if you hurt that boy...I _will_ kill you." Peter snapped. The Goblin cackled.

"Ooh, a dark side to the Spider, I like it! What is this..._boy_...to you?" he smirked. Peter peered at Helen then back up.

"My charge. I protect this city, I protect everyone. Now let him down..." Peter snarled. The Goblin laughed to the sky as his Glider slowly reared up behind him.

"Then learn...that you _can't_ save everyone." The Goblin pouted sarcastically, before grinning again. Peter's eyes widened behind the golden lenses as he leaped up onto his Glider, taking off with Simon in grip. Helen screamed for her child and Phillip wailed for a brother. "Lets see how far this Spider is willing to go, for one civilian!" he cackled, taking off with a green sonic boom. Peter leaped up and shot a web, connecting with the Glider. He shot upwards with the Glider, taking off into the winter night sky. Helen could only watch through stricken tears as her child was taken from her by a lunatic. Then the Iron Patriot woke up.

...

Gwen knew what she was doing would get her in trouble with Peter, but did he really think she was going to just go home and wait for him? Wait to just patch him up, kiss his cheek and send him on his way? Of course not. Gwen was tough, stubborn, smart, and downright crazy when it came to heading into danger for him.

She sat in the back of the Taxi Cab, hands slapping a nervous rhythm across her thighs. She flitted her eyes up into the rear view mirror and saw the New Yorker driver's annoyed expression. She couldn't really blame him, since she'd been doing it for five minutes non stop. She winced, blurting out an apology before looking out the condensation stained window at the winter night. Suddenly the man gasped and slammed on the brakes, Gwen jerking forward slightly.

"Oof! Hey, what's going on?" Gwen leaned forward. The man was frozen to the windscreen as he saw the Green Glider race by, dragging Spiderman atop the car rooftops. "Pet...Spiderman?" she gulped, thankful for the quick word change. Suddenly the roar of the Glider sounded, seeing the jet barrel past the cars in frenzied speed. The car rocked and the windows rattled as the hulking Glider blasted by. She peered over the seat to see the Glider heading upwards into the sky.

"Excuse me, can you take me...that way?" Gwen asked with a cheeky smile and flutter of her eyes. If you've got it, use it, she summarises. The driver raises an incredulous eyebrow, but slowly turns the car around. Gwen began to nervously drum on her legs once more.

...

Peter heaved himself up the Biocable, higher and higher till he could just brush his fingertips onto the Glider. Simon screaming against the wind was enough motive to leap into the air and land atop the Glider, startling the Goblin. Peter slammed a fist into Norman's face, sending his hand forward and dropping Simon. The boy screamed as he fell, glassy streaming eyes reflecting the starry sky.

Peter quickly leaped off the board towards the falling boy, praying, hoping that gravity would favour his fall over Simon's, so he could just reach the boy before concrete slams into them. The tears from his eyes bubble and float past Peter as he fell, hands pressed to his side to build speed. Floor after floor of the nearby building raced by, counting down to imminent impact, and Peter's failure to save a young child. His heart was in his throat as the young Stacy stared into Peter's golden lenses, praying that his childhood hero would save him. He was far too young to have his life tragically end on Christmas Eve.

Peter aimed his wrist and fired a web, the Biocable's tip opening up into an almost dainty hand, racing down towards Simon's stomach. The tenth floor raced by. The web gripped Simon's T-shirt and he pulled up, pulling Simon up and into his arms. Peter sighed relief, but too early as the Goblin Glider came out of it's dive and thwacked it's wing across Peter's mask, knocking his fall horizontally and crashing through the brick wall of the apartment block.

The wall exploded in a dull eruption of metal beams and concrete, Peter sliding along his shattered back across the dark living room of the apartment. Peter lay his head back with a groan, looking down in disbelief at the shaking boy in his arms.

"Spidey...caught you." He huffed, catching his shaky breath. Simon nodded, trembling. Peter stroked the boys back and calmed his dull sobs of fear. "Dunno whose apartment this is." Spiderman looked around through cracked lenses. He heard a faint chuckle sound from Simon, who peered up through wet eyes at him.

"Thank you Spiderman."

"No Problem kiddo...Now let's get you-"

An orange grenade rolled in through the huge hole in the wall, stopping beside Peter. Quickly he turned his back to the grenade, shielding Simon. The orb of shrapnel shattered in a deafening bang of debris and fire. Peter wailed in agony as fire ate up his back and debris sunk into his flesh. Simon screamed as the wooden floor snapped and buckled, caving in. The laminate ground sunk inwards and Peter rolled, holding Simon over the lip. The boy looked up with glassy eyes, suspended in the air by Spiderman's grip.

"I'm gonna put you down right here, okay buddy?" Peter said with a hidden smile, though in reality he was rattled with fear for this delightful boy, a friend. Peter shot a web to his hand and gently lowered him to the next floor, the apartment below covered in splintered wood. Simon peered up from the safety of the bottom floor. "Keep your eyes on me, okay Simon, eyes on me!" Peter shouted as he stood up, fists readied as the massive Glider wailed into the apartment. Peter ducked under it, the massive bat-like Glider chipping off wallpaper as the huge winged device roared around the small apartment, the Goblin cackling atop it.

Peter back flipped over the sofa as the Goblin atop his Glider raced around the now very cramped space. Simon watched with fear as web was flung at the Goblin, not stopping the massive Glider. It raced over the hole in the floor, blocking out light to Simon for a brief second, filling the room with a ghoulish green glow. He winced and closed his eyes tight, doing what Spiderman said.

Peter leaped up into the air, head thudding against the apartment's low ceiling. He rolled under the massive Glider, the green thruster jet stream burning the sofa. Spiderman bounded and ran around the outskirts of the room, trying to stay ahead of the massive Glider and Goblin. He shot web after web to create a series of overlapping cables to swing around, a gymnasium to try and avoid the massive Glider that took up a quarter of the apartment.

Peter leaped up and onto the wall, pressing his feet off and landing a velocity charged fist against Norman's face. The Goblin staggered and the Glider spun around the room, flashes of green light strobing. Spiderman landed atop Norman's mechanical spine, wrapping his arms tight around his neck and choking Norman. The Goblin cackled and Peter spun a web cable around his neck pulling back till Norman choked.

The violence of the fight was adrenaline charged and moving so quickly that a blink would mean fatality. The Glider slammed into reverse and smashed into the wall, brick and mortar raining down over Peter as he was embedded in the wall. Peter pressed his back against the crumpled dent of brickwork and pushed his feet against Norman's spine, shoving him off his body. He quickly leaped out of the hole in the wall, landing atop the spinning Glider, slamming fist after fist into Norman's face. The Green Goblin demonically laughed and punched Peter in the gut, lifting his feet off the Glider.

Peter shot a cable against Norman's left foot and tugged, sending the left thruster into overdrive, spinning the Glider wildly around the room, turbines wailing loudly. The Glider was suspended high above the apartment floor, spinning insanely out of control as Peter crawled over Norman, mimicking a spider, making it impossible for the Goblin to grab at him. The sharp wings of the Gothic Glider sliced through the concrete walls, thrusters so low to the floor that the sofas leather hide was melting.

Norman grabbed Peter's leg and threw him off the Glider, stabilising the hovering device. Peter landed on spread legs and shot two balls of web into Norman's face, blinding him momentarily.

Simon flinched as Spiderman's head appeared over the hole. "Simon, I want you to close your eyes okay?! Cover your ears and close your eyes, now!" Peter ordered just as the Glider slammed into him.

Simon tightened his eyes and covered his ears, humming to himself as he heard muffled shouts, punches, engine wails, and sickening bone cracks. Even the noise of the fight atop him was terrifying and violent. He continued to rock on his knees as he covered his ears tighter. He flinched and yelped as he heard the floor above give way and a crash sound beside him, followed by the sound of web shooters and gagging chokes. Finally the fight he could feel through the floorboards ceased and slowly he pealed an eye open, seeing the room empty.

Simon sat up and breathed heavily, looking around the dark destroyed apartment. He peered up at the smashed apart ceiling and finally his eyes came to rest upon Spiderman, back against the wall as he caught his breath. The roar of the Glider flew further and further away. "We'll meet again, Spiderman!" the Goblin's distant voice roared.

Simon sat beside the incredibly weak Spiderman. He looked over the gashes, the splits in the ruined suit, the brown hair that tumbled from the ripped mask's scalp. He pulled on Spiderman's wrist but he wouldn't budge.

"Spiderman?" his voice quaked as he sniffed. he tugged again. "Get up. Get up! Please!" he pleaded. He let go of the string like wrist, watching it slump to the floor. Simon huffed and finally decided on what to do. He wasn't going to leave him, the Stacy family genes carrying the stubbornness they all harboured in their blood. He sat down beside him, copying his position. He bent his knee like Spiderman and rested his wrist across the cap. He lent his head back against the wall and sighed heavily. He listened to the strained wheezing coming from under the mask.

"You...You did great, Simon. A real hero." Spiderman tilted his weak head towards the boy. He lifted his dead arm and held out a soft fist. Simon smiled and bumped his fist to it.

Peter gasped in agony as he sat up, hand over his abs as they stung like nerves dipped in liquid metal. He stood up on shaky legs and turned to Simon. "Let's get you back to your Mom." Spiderman chuckled as Simon sniffed a nod.

...

Gwen slammed the taxi door and made a brisk walk across the night time road to the apartment block, looking up at the massive hole in the side of it. She flicked her bangs out of her face and turned to the street, hearing a voice.

"Gwen!" came Simon's voice. He enveloped her in a leaping hug. She staggered slightly but hugged him just as strongly. She peered passed him and at the limping away Spiderman, seeing him drop to his knee with a cry of agony. He shot a web up and swung of into the night, leaving her with Simon, who was rambling in her ear.

"-And then I was falling, and he saved me! I was so scared Gwen, but he-he saved me! Spiderman is my hero." Simon huffed. Gwen nodded and gulped, just hearing from the young boy that he had been caught in a fight between Peter, and a violent new threat. She huffed and set the nine year old down.

"You're okay? No scratches? Ah, let me see!" She pointed sternly. He huffed and pulled a three-sixty revealing him in one piece. Gwen huffed a relieved sigh.

"Simon, how an earth did you get caught up in that?" Gwen asked worriedly. Simon took a deep inhale before explaining.

"We were watching the show in Times Square when this flying green guy came in, he blew things up and attacked me, Phillip and Mom-

"Are they okay?" Gwen asked frantically. Simon shrugged.

"I...I don't know. I was kidnapped, remember?" he dead panned. Gwen shook her head sharply.

"Sorry-sorry-sorry. God, Simon, I was terrified. Don't _ever_ do that to me or Mom again, understand?!" she snapped, finger raised at him.

"But it wasn't my-

"I know, but I'm your big sister, it's my job to be overprotective." She grinned, hugging him tightly. She pressed her lips to his temple and he groaned.

"Urgh, yuck!" he grimaced, wiping his head. Gwen chuckled and stood up, looking at the sky for any sign of her Peter. She sighed and took Simon's hand, against his will.

"Come on, let's get you back to Mom." she huffed, rubbing her brow as they took off down the road. Stress levels were reaching all new highs.

...

Peter stood on the rooftop, steam rising from vents and pigeons clustering around him, cooing to one another. His right hand was trembling at his waist, the other clutching his side, blood trickling down the ribs of his suit. A shaky breath left his mouth and he pulled the mask off of his head, feeling the cold air lick his wounds. The growing welt under his eye was inflamed and purple, a split lip dripping red liquid. He turned the mask over in his hand and saw that it had frayed apart, the seams undone and making it unwearable. A clattering sounded and he peered around the overturned mask to see a lens on the floor, one missing from the mask. He sighed and dropped the mask, huffing. He thought back on the evenings events, running his right hand through his blood matted hair.

It had been three hours since the Goblin's attack, and Peter had spent that time watching over the Stacy's. He watched from afar as Gwen and Simon reunited with a terrified Mother, who was screaming desperate pleas to the Police before hand. He smiled till his lip split wider as Helen enveloped her child in a hug, then all of them. The remaining Stacy's were all stood in a huddled hug in Times Square, and Peter kept his eyes on the sky, vigilant for the green menace.

He watched as Gwen and the rest of their family spent an hour answering questions, all of them bar Gwen wearing blankets given to them by police. (She refused, spending the time helping other victims find loved ones.) Peter smiled proudly at her through his tattered mask, wincing as he felt the blood trickling warm liquid between his fingertips.

An hour later and he watched over them as they were escorted home by Police, Commissioners orders. He swung across the streets by one hand, ungracefully clattering against a few structures. He saw them all inside safely and stayed on their building's rooftop, staying vigilant and protective. Simon had nearly joined George Stacy tonight, thanks to the insane green monster that appeared from nowhere. Peter realised that not only did he have a severe overprotective bond to Gwen, but to all the Stacy family members. He was getting too close to them, flying too close to the sun. If Peter Parker was close to them, it carried over into the mind of Spiderman, and that was a problem.

To the present, and here he stands on the building's roof, listening to the floor below, Gwen's voice just being audible to his hyper sensitive hearing. She was on the phone, had been for the last ten minutes, discussing the events with Mary Jane, her friend. Peter never liked Mary Jane himself, as she always wound up either getting cheated on, or doing the cheating. It seemed the nowadays, Gwen and Peter were the only two who could manage a stable relation...ship.

He decided to forget that he broke her heart on her Father's funeral and then ignored her for two weeks, only to have a tearful broken Gwen trap him in the library and scream at him to at least look at her. Then he saw how shattered the pieces that made up this beautiful girl were, thanks to his actions. All he wanted was to keep her safe, unharmed. His actions and his promise were harming her far more than any villain could. His yearning for her broke clear of the dam of conscious thought, and it was then that he kissed her, getting a slap of course, but followed by an intense make up of lip smacking.

He listened to her soft voice below, smiling as the lunar light kissed his face, plunging into memory of that passionate kiss in the library, a red hand print on his cheek, which he deserved of course. He grinned to himself at how she slapped him, stared him down with feral, weary eyes and then sagged her shoulders, stepping forward and capturing his lips, crushing them together as they finally melded back together after an eternity apart. His hands sliding up and down her curved hips, hers through his hair, all before being told to leave the library immediately and being sent to the Principle's office. Though they both sat with happy smiles while being lectured about public displays of affection.

Peter chuckled weakly and went back to listening to the soft lullaby of Gwen's husky voice below.

"Yeah, Yeah, Yeah exactly. No-no-no, MJ, seriously I said no! Honestly, you don't need to call the hospital, we are...what? I told you I'm fine!" Gwen spoke loudly down the phone. He heard her laugh and giggle and it made his trembling heart sore. She nearly lost a brother on Christmas Eve. Nobody should have to be subdued to that. He turned over his hand from his side and saw the red liquid that coated the gloved palm.

He began to feel weak and woozy, too much blood being lost. His vision became fuzzy, his eyesight narrowing to black tunnels. His heart beat fizzed fluttery blood through his weakening body and his breathing grew ragged. He swayed and he listed, eyes rolling back into his head.

Gwen lay on her bed, finger twirling around a lock of golden hair. She was in her cream coloured nightgown, almost blending into the silky tones of her unblemished skin. Her legs were crossed on her bed, creamy skin that went on forever, thighs blending effortlessly into the material of her gown. She chuckled as she listened to Mary Jane's endless one sided conversation. "MJ-MJ-MJ...MJ? Jesus, can I get a word in? Oh my _god_!" She spoke over a scoffed laugh, sitting up. "Seriously, I love you MJ, but you gotta shut up!" she laughed.

Suddenly a loud bang sounded as a body landed on her fire escape with a thud. A yelp of surprise left her lungs and she breathed heavily, holding the phone to her chest. The body lying face down was unmoving, clad in red and blue. She gulped and sat up, swivelling her feet off her bed. She pressed the phone to her ear.

"Huh? Yeah yeah, I'm fine...just...there's a big Spider on my fire escape. Gotta go, bye!" she hung up, throwing the phone on her mattress and gently climbing out onto the freezing fire escape. Her hair billowed in the frosty wind as she hooked an arm under his torso and tried to lift him. He murmured and groaned as she sat him up into a better position, his head accidentally thudding against her window frame. Gwen cupped her mouth and mouthed a wincing "Sorry."

"Ow..." he mumbled, his eyes flitting open and looking pale in the face. She gasped and looked at the state of him. A weak grin curled the corner of his mouth.

"How-How can you grin right now? Look at you!" she trembled, want to touch him, but hesitating, struggling to find a spot to rest her gentle fingers. He lifted a light hand, gravity feeling weightless as he caressed her cheek, smearing blood down her face. He winced and pulled his hand away.

"Sor-Sorry.." He managed to murmur, hand pressing to his side again. Gwen ignored the blood on her cheek and shuffled closer, her legs burning against the icy metal.

"We-We need to get you to a Hospital, now!" she panicked, breathing raggedly. He took her hand, stopping her.

"No...they could find out...my blood...Spiderman." he managed to wheeze. Gwen's lips creased and parted into a worried expression, her eyebrows curled upwards at his fragile state.

"Peter...I-I can stitch up a few cuts, but this? I-I-I don't know." she shook her head, mouth cupping over her trembling lips. He swayed a woozy hand in the air in dismissive attitude.

"I'll help...Aunt May's working...at a Hospi-Hospital. I learned a few...things from..." he fell silent and his head slowly lolled forwards. Gwen shook his shoulder, time and time again, panic edging in around her conscience. His eyes didn't open.

"Peter...Peter! she gasped a horrified yelp. His eyes slowly peeled open.

"Wha...What happened?" he slowly slurred. Gwen huffed.

"You almost gave me a damn heart attack!" she gently thumped his shoulder, Peter grinning weakly. "Oh that's funny? Found your sense of humour, I see?" Gwen narrowed her eyes, nodding sarcastically. She slowly took his hand and hauled him up, his tattered legs trembling. "Get in here, come on." she spoke, as he groaned, limping in and through her window. He tried to carefully plop down but instead fell into her armchair, legs vaulting over the armrest, head listing lazily on the opposite arm. He breathed heavily and eyed the ceiling, eyelids feeling heavy. Gwen quickly clambered in, closing the window and shuffling her bare feet over to the closet, pulling out her medical kit.

"Okay-Okay-Okay-god where do I start?" she winced, looking over him. The suit he was tightly clad in was torn and splitting, seams coming apart and the glue to the webbing pattern peeling away. He gagged over the pain as he pealed his hand from his side, the sticky red tar on his hand revealing the deep gash. Gwen cupped her mouth to stop from gasping too loudly.

"Oh my god, Peter!I-how do I-oh god, oh god-"

"Gwen...you can...you can do this..."

"Peter, I am a High school student with an intern-ship at Oscorp, I'm not _House_!" she grimaced, looking at the wound beneath his sticky red palm. He raised an eyebrow, breathing heavily.

"H-House?"

"You know, the TV show...Hugh Laurie? No? Wow..." Gwen raised her eyebrows in shock, shaking them back down over her furrowed eyes at his wound. She gently reached a delicate finger and touched it, Peter grimacing and gritting his teeth. Gwen recoiled sharply, breathing heavily at his violent response to such a minor motion. "Peter-I can't do-this is-I don't know if I can-"

"Gwen...I trust you." He breathed through the gnawing pain at his side. She took a shaky inhale and slowly pealed the lip of the top half of the suit up, finding that the blood had stuck it to his skin, like gore glue. He whined and clenched his fingers deep into the cushion of the chair.

"I know-I know-I know it hurts, I'm sorry Peter...argh, it's stuck to you. I need-I need to get it off before I can even clean it..." she panted, heart beating a mile a minute, constantly having to gulp over the lump in her throat. She felt like she was either going to pass out or cry. Slowly she regained her focus, the Gwen Stacy state of mind and slowly pealed the top half of Spandex up.

"Peter...this...this is going to hurt, okay?" she breathed, sitting up on her knees and pressing her nose into his cheek, forehead against his. He breathed heavily, a hand coming up to touch her cheek.

"Do-Do...Do it." Peter managed to breath. She hesitate a few times, eyes looking from the deep wound to Peter. When she saw his neck muscles constrict and his throat lock over a gulp, she pulled up sharply, separating the Spandex skin from his own with an audible rip. Peter screamed out and Gwen quickly pressed a hand over his mouth, stifling his blood curdling cries of agony. The last thing she needed was her Mother hearing a scream from her room, and finding Peter. A single tear trickled from his eye and Gwen kissed his cheek repeatedly.

"I'm sorry, I'm sorry, I'm so sorry." she breathed between light kisses. Slowly she stopped her gently pecks to his cheek and sat back, looking over the now clear wound. Dark red blood stained the outskirts of the wound. A sink-hole of red gore deepened into his bare skinned side, a large chunk of what appeared to be metal birthing from the wound. She gasped and pressed her palm over her mouth, eyes watery.

"Is it...Is it bad?" Peter breathed, trying to look at his side, flexing his neck. Gwen shook her head and gently grasped his chin, pushing his eyesight upwards.

"It's..." She breathed a deep inhale and slowly exhaled a trembling breath. "It's bad, Peter. You've got a...chunk, of metal lodged in there." Peter breathed heavily, hand running up through his sweaty hair, beads of water running off his head.

"Well...can't you just...Pull it out?" he begged. Gwen shook her head comically fast, Peter groaning at the ceiling.

"I-I-I don't want to pull it out, I mean, what if it just won't stop bleeding-oh god-oh god." Gwen hyperventilated, slowly calming her breaths and taking several slow shaky inhales and exhales. Her heartbeat slowed to ample rhythm. She gulped and carried on. "If I take it out...Peter, I don't know if this has caught an artery or hit a vein. You could bleed out."

"At this point, I don't care." He cried in agony, eyes shut firmly as his wrist pressed across his eyes. His fist tensed and he took a deep inhale. Gwen took a deep haul of air in her lungs and pulled her hair up into a ponytail. She looked at her small array of medical equipment: A few metal needles, a suture kit, a roll of gauss, a few Winnie the pooh bandages from her childhood and a pair of tweezers. She lifted the tweezers in her shaky hands and looked at his wound.

She took off into the bathroom down the hall, quietly tiptoeing to avoid detection. She let piping hot water pour over the tweezers and sterilise them the best she could. Gwen huffed and looked in the mirror. Streaks of red fingerprints slid down her left cheek, her hair in a messy ponytail. She looked down at the sink and the steamy water on the metal tweezers.

Gwen pulled them from the water and stopped the tap from running, taking a breath through pursed lips. Before she left, she grabbed a towel and slowly made her way back to her room.

When she came back, Peter was grimacing at the ceiling, legs still hanging over the side of her chair. She took him from the chair gently and helped him take the ruined Spiderman suit off, most of it falling apart and dissolving with the slightest tug. Peter lay on the towel, only the bottom half of his suit on.

"Looks...like I need-argh-a new suit."

"Well we were going to make a new one, weren't we?" Gwen smiled weakly as she looked at his back and to the red wound on his side. She sat on her knees and flicked her fringe out of her eyes. He lifted his chin from the towel and craned his neck to her.

"Yeah...we were. Then we had a fight." He sighed, dropping his head to the towel.

"So? Couples fight. The strong ones...live through them. At the end of the day, Peter, it's just words."

"Yeah. Next time we fight...I'll remember you said that." He grinned, quickly grimacing as Gwen smoothed an antiseptic cloth over the deep wound. She scoffed and smirked at him.

"Next time? You planning another fight, Bug boy?" she huskily grinned. He chuckled over his pain, biting his wrist gently. "Shh...it's okay. It's okay." she soothed his pain, gently wiping the wound once more, the dry blood vanishing.

"N-No...Just...we do seem to fight a lot now." He sighed, cheek pressing into the towel as he peered at her. Gwen kept her eyes trained on the wound.

"Yeah well...it's been a real sucky few months, don't ya think?" she raised her eyebrows at him. He nodded once, biting his lip to stop from screaming as her tweezers tickled the surface of the deep gash. "I know...I've been...a wreck, these few months. I cry most days, I...I have nightmares. Gwen Stacy comes with a lot of baggage, right?" She rolled her eyes at herself, scoffing.

"Umm...Gwen? I-I don't know if you noticed, but I come with a _hell_ of a lot of baggage." Peter grinned weakly. She chuckled and slid a lock from her eyes.

"Oh yeah-no-you're a walk in the park Peter. Hold still while I pull this chunk of shrapnel out of you." she sarcastically made her point, Peter chuckling and nodding weakly.

"Fair...argh...Enough." He winced. Gwen turned her attention to the wound and gently slid the tweezers in, grimacing as Peter hissed into the towel. She just managed to hook the shrapnel, slowly pulling. Luckily it began to slide easily, meaning it hadn't cut anything major or sliced any arteries. As Peter panted into the towel, Gwen finally pulled it free of him, the teaspoon sized chunk of metal held between her tweezers. She sighed relief and smiled proudly at her work.

She dropped it from the tweezers into the small glass of water and watched the liquid turn a night shade of gore red. The metal floated to the top and stayed there, jagged metal resting atop water before sinking slowly. Peter sighed with pent up relief and Gwen chuckled gently, slowing her rapid heartbeat.

"There...one down." she huffed, swiping the beads of sweat from her forehead. She wiped away the trickling blood and began to suture the wound, sewing it closed. She finally finished sewing up the wound, snipping the thread and nodding proudly at her handy work. Peter rolled onto his side, Gwen feeling her face heat up as she watched his abs ripple and tense as he twisted.

"Thanks Gwen...seriously-I-I don't know what I'd do without you." He beamed at her.

"Yeah...umm...no, you're welcome." she looked up at his face, nodding sharply. She fished out the gauss from the box.

"Whoa..." Peter breathed. She turned and saw his eyes flick up at hers, a blush heating across his cheeks. She realised she was still in her cream nightgown that barely went to the thighs. She swatted his arm.

"Hey, eyes were I can see them Bug boy." she grinned as he gave a lop sided grin.

"Sorry...Just...you look beautiful tonight...besides the..." He gestured a hand to his cheek. "...blood I wiped on your cheek." he winced. "Sorry."

"Well...you look _beautiful_ too...besides the bruises and cuts." She smirked at him. He chuckled and rolled his eyes, slowly rolling onto his back and staring at the ceiling.

"We're so weird." he laughed, ignoring the pain in his side. Gwen scoffed, finishing the application of gauss. She rolled onto her back beside him, hands resting on her flat stomach and his behind his head.

"Yah...we _really_ are." she grinned. The spreading expanse of tussled blonde hair expanded out across the floor around her head. She slowly peered to her left at him. "Would you have it any other way?"

"With you? Nah..weird is perfect for me." he chuckled as he turned his eyes back to the ceiling.

"So...what are we doing? Just...ceiling gazing?" she laughed as he did. She watched his reaction, enjoying the fact she made him laugh. "Not nearly as fun as Stargazing." she chuckled, Peter nodding.

"Oh, look!" he pointed to the white plastered ceiling. Gwen followed his finger to the ceiling light above the middle of her room. "It's the northern light bulb!" he cackled with a croak of pain. Gwen snorted and scoffed.

"Wow...way to go and ruin it Bug Boy." she grinned as his croaky laughter died down. She slowly leaned closer to him, eyes fixated on the ceiling still. "I was gonna say light bulb comet..." she curled her lips into a laugh. Peter sniffled a chuckle too.

"That's pretty good."

"No it's not, that's why I didn't say it!" she laughed, shoving his shoulder. Slowly they both calmed and lay on her carpet side by side, watching the ceiling. Peter eventually cleared his throat.

"So...Simon..." he gulped. Gwen nodded with a sigh.

"Yeah...Thanks...for saving him." she shrugged. He nodded.

"How is he? How's your Mom?" He asked.

"Good, surprisingly. Said that Spiderman told him to close his eyes and cover his ears." Gwen eyed Peter with a faint smile.

"Yeah...well...best he didn't hear or see that fight." he sighed heavily. Gwen looped her fingers onto her chest, sighing to herself.

"It...I'm too close to it all Gwen." he huffed, Gwen eyeing him confused, tilting her head to his. "This...Spiderman. When he threatened Simon's life. I-I-I didn't see a civilian of New York. I saw a friend, a family member. I kept thinking, I can't let him die- I _can't_." Peter winced, eyes watering. Gwen watched him closely.

"So...We're like a second family to you?"

"More like only family. Aunt May...besides you, she's all I've got. Then I get welcomed into your home-"

"By...my Mom?" Gwen raised an incredulous eyebrow. Peter chuckled weakly.

"Nah, she's just protective of you. Can't blame her for that." he nodded to the ceiling. "Your brothers love me. I've umm...nev-never had anything like that, you know? Little kids that look up to me, invite me to play games. I...it's new, and I like it. But...tonight."

"Peter..."Gwen breathed. He looked over at her, both lying on the carpet side by side. She looped her fingers around his and lay on her side, Peter doing the same with a painful groan. "Maybe...taking yourself out of somebodies life, will hurt them more than it will protect them." Gwen looked into his eyes knowingly. He sighed guilty. "Just saying." Gwen shrugged.

"I know-I know, it's just...He nearly died tonight, and this...enemy, he...he was powerful, unpredictable. If he strikes again...and he will...can I stop him?" Peter asked her. Gwen smiled and smoothed a hand over his cheek, running a thumb along the bump of his healing lip.

"Of course you will. You're my Bug boy." she squeaked happily, pressing a kiss to him, feeling her soft plump lips enveloping his. Warmth spread across his mouth and a happy moan came deep down within as he snaked a hand up to rest on her side, the silky cream nightgown sliding beneath his fingers. Slowly he peeled away.

"Gwen...I don't think being your...Bug Boy, will be enough." he sighed sitting up with a groan. Gwen sat up beside him, her hair tussled and messy, ponytail extinguished as a gushing waterfall of gold ran down her back. He looked into her pristine green eyes.

"Just...remember this, okay? _We_ defeated Dr Connors. _We_ stopped him. _We_...are in this together." she smiled. He scoffed and looked down, capturing her dainty hands in his.

"We, huh?"

"Yeah..." Gwen shrugged, eyeing him mischievously. "I'm the brains, you're the brawn." she bit her lip, Peter laughing airily through a lop sided grin.

"That...sounds about right actually." He whispered, pressing his forehead to hers, playing with her hair. They stayed like that for...eternity it seemed, curling lips and happy hums from their content vocals, almost forgetting the days events.

"I love your hair." he whispered gently, happily stroking her golden locks between his fingers. She smiled and kept her eyes closed, listening to his voice so close to her.

"hah...I love _your_ hair." she grinned, running a hand up and through the back of his hair, feeling the soft locks grow stiffer as matted blood reminded her of today's events. She sighed and let her hand drop.

"So...Your Aunt's wedding soon, huh?" Peter spoke.

"Yep...this weekend...three more days." Gwen huffed. He smiled and continued to caress her hair. "Do you...you still wanna come, right?" she asked, opening her eyes and adjusting her green irises onto his closed eyes. His lids leaped open and his brown doe eyes locked onto hers.

"Yeah...Yeah, course-course I do." he stuttered quietly. He grinned and kept his forehead locked with hers, eyes closing again. "I even found a Tux."

Gwen giggled under her breath and kissed him. With his eyes closed, the sudden sensation erupted across his senses, setting his nerve endings alight with fiery passion and somersaulting euphoria, all foaming around a lapping sea of ecstasy. She peeled her lips off of his and they both panted for air.

"Good work, Bug boy. But...it's getting late. You should get home...Aunt May'll worry."

"Just a little longer." he begged. Gwen shook her head.

"No...No..._No_."

"...Yes...Yes..._Yes-Yes-yes_." he grinned at her. She huffed and pouted at him. Peter smiled and wrapped his arms around her, enveloping her in a warm hug, resting his chin on her head. "Okay. I'll see you after Christmas. Merry...wait!" he pulled out of the hug, Gwen questioning him with a raised eyebrow. "Open your present...While I'm here." he shrugged, eyes flitting to her desk, the Spiderman gift wrap around the box.

"But it isn't Christmas yet...I could get in trouble." she grinned mischievously, voice like silky smoke. He chuckled and nodded to the desk. Gwen huffed and got up, taking the box and walking back to him. Peter was propped up on his elbows, watching her. She noted how the bruises on his chest were already fading. Superhuman healing for definite. She sat on her creamy knees opposite him, batting the hair out of her eyes, his pupils following the golden locks like two black pendulums.

She pealed the wrapping paper off quickly and noted the box said _Pandora_. She raised an eyebrow and grinned at him as he nodded to the box again. Slowly she lifted the white lid and gasped with wide eyes. Peter grinned at her reaction. She pulled the silver necklace out of the box, eyes flitting over every inscribed detail.

She followed the chain with her eyes till it met the centrepiece. Gwen's eyes expanded across the silver heart, a carat gold band intertwining around the heart. she let her eyes dilate over the necklace and she looked from it to Peter. He still had a lop sided grin on his face.

"I know-I know, it's really sappy, and dorky and geeky and-

"I love it!" Gwen cheered, quickly tying it around her neck and letting it fall against her chest. Peter grinned.

"Yeah? Tha-Thats awesome! I'm glad you like it." he smiled. Gwen quickly leaned forward and captured his lips between hers, pressing a hand to his chest to steady herself. She pulled back and beamed at him.

"Nobody has ever...gotten me anything so...so..."

"Sweet? Awesome?" Peter rounded off.

"I was gonna say extravagant, but those are good too." She grinned. Peter nodded and mouthed an 'Ah'

"Thank you Peter...It's so, so sweet. But...It must have a cost a fortune. Hell, today alone must have!" she winced. He chuckled.

"I handed in a huge stack of photos to Jameson. He paid me-well, first he offered me like, a hundred bucks. I told him five hundred. He agreed." Peter shrugged.

"Nice haggling." Gwen flit her eyes up from the necklace quickly. Peter nodded a thank you her way. Gwen huffed happily and sagged her shoulders, a content smile gracing her lips. "Well...besides the chaos in the evening...today was amazing." she smiled, looping her arms around his neck. Peter smiled and kissed her repeatedly.

"You'll find your present...under the tree...tomorrow..." Gwen breathed between kisses. "I gave it...to Aunt May...a few days ago."

"Thank...you...Love...you..." he managed between gasps and lips. Soon their kisses became more frantic and fervour spread through them like a flooding river of rapid ecstasy. Her lips crushed against his and she pushed herself up into his lap, a few painful groans coming from him. His hands slid up her back and pulled her closer, pressing their bodies together like puzzle pieces. One of his hands slid down her hip and onto her thigh, tracing patterns onto the creamy skin of her leg. She gasped and grit her teeth, one of her hands falling to his, ushering his fingers to creep higher, under the hem of her nightgown.

Their lips continued to smack and she sucked on his bottom lip, holding it between her teeth for a moment. With their eyes firmly shut, they continued to press into one another's body, her back arching to press her flat toned stomach against his abs. He groaned into her mouth and she hummed back as she guided his hand.

Suddenly their senses returned and Gwen's eyes snapped open. She pushed herself off of him breathlessly and sat away from him, running fingers through her hair. He was panting too, propped on his elbows.

"Was...Was that...too much?" He asked gently. She nodded, eyeing the floor with a blush that sent her face bright red. He nodded and gulped sitting up with a groan as his abs burned.

"Yeah...Too much." She gave a weak grin. He stood up and picked up the top half of his suit, seeing it ruined and unwearable. He huffed and scoffed, slapping a frustrated hand to his thigh.

"Well...that's that settled. New suit." he chuckled weakly. Gwen nodded and regained her composure, standing up and pulling the hem of her gown down to her thighs slightly.

"Thanks...for the Christmas present...a-and for today." Gwen scratched the back of her head. He nodded.

"Yeah-Yeah, no prob-umm-problem." he smiled with a gulp. Their eyes locked and soon heat began to bubble behind their expanding pupils. "So! I should get going." he said over enthusiastically.

"Yeah! Yeah, okay, I'll umm...see you soon." she gesticulated.

"Yeah...Yeah...Yeah, okay...Yeah." He nodded repeatedly.

"You're saying yeah a lot." Gwen pointed out.

"So are you!" Peter gestured to her. She shook her head.

"Nah...nope...never." She looked down, rubbing her neck. Peter grinned and kissed her scalp.

"Sleep tight Gwen. Merry Christmas too. Oh...Tell Simon and Phillip, that Spiderman left a gift." he winked, pulling on an old black Hoodie Gwen had for emergencies. She smiled and waved her fingers at him, rubbing her digits across her necklace.

"You too. Merry Christmas Bug Boy. Love you!"

"You too." he smiled, leaping off of the fire escape and swinging across Manhattan. She smiled and set herself down on her bed, thinking back to how far they went with one another on the floor, the building pressure between her legs, yearning for him. She huffed and decided a shower - a cold one - would cool her down. Peter thought the same thing on his way home.

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**Author's Notes: A very long chapter, so please review and let me know what ya think! Love you guys, and all your reviews, really riles me up to write immediately! Take care, and I'll see you all next time! - Dave**


	10. Back to school

**Author's Notes: New chapter guys! It's a little bit bland in my opinion, but sets up the next chapter superbly! Lots of fluff and action in the next one, just bare with me! Enjoy, and a big shout out to all my lovely reviews! _Lady of Myth and Legends_, you are a gem for your in depth reviews! I love all of you! Now, read away! - Dave**

* * *

**Chapter Ten: Back to school**

...

Norman awoke at his desk a day later, forehead pressed against the cool oak surface. He groaned and rubbed his aching scalp, feeling like two industrial sized clamps were tightening around his skull. He shook his head once and blinked, seeing the single earpiece on his files of paper. he raised an eyebrow and gently picked it up between finger and thumb. He turned the large pointed device around in his tweezers grip, mouthing a "What the..."

The boltgun metal grey device was very long and pointed, certainly not meant for normal human ears, OSCORP printed on it's side. He set the bluetooth device down and furrowed his eyebrows in confusion, mind searching for any sort of clue to this device's whereabouts.

He was snapped from is thoughts when a knock at the door sounded. He cleared his groggy throat and slicked his short hair back, confused when he felt a slight bald patch and found a pile of dead frayed hair under his desk. His eyes widened in shock as his hands slid from his scalp. Whispering cackles and evil voices reverberated off the aching inner sanctum walls of his skull, electrolytes fuzzing around his trembling brain.

_You missed Christmas, Norman...shame...you'd be spending it alone anyway if it wasn't for me!_

_Norman...the power we feel...we can be unstoppable!_

_Don't give it all up! _

_We still have to get our revenge, Norman!_

The volume of the voices rose higher and higher in his head, a high pitch whine echoing in his eardrums. The overlapping laughs and Diablo voices made beads of cold sweat trickle from his brow. His heart thumped irregularly and he swallowed over the bulbous lump in his neck. The door knocked again, more urgently. Norman's breath turned cold and his eyes blurred as the creeping black death in his veins lapped up his neck again.

_Don't let them win!_

Norman sharply snapped out of his trance and swallowed hard to calm his body to normal rhythm. He ignored the patch of hair on the floor and how his skin felt rough and bumpy, almost like a snake's skin before shedding. He slid his fingers over his damp neck and pulled his shirt collar up over it.

"C-Come in." he managed, looking up from his desk at the door. The wooden door swung open and two people barged in, frantic looks on their faces. The lead researcher of Special Projects, the name '_Sandra James_' cast into the silver of her rectangular name badge. Her white Oscorp lab coat was creased and had small chemical stains, long bags folding under her tired eyes, a frown on her lips, showing how long her hours have been. Her oil slick black hair was pulled back into a tight bun.

The second member, A man named '_Ivan Clarke_' stood behind her, broader and taller in his white lab coat, a few Bunsen burner scolds to the fabric. His bald head was slightly prickly with growing needles of hair and his face was covered in five O'Clock shadow.

"Sir, sorry to barge in like this." Sandra apologised immediately as she clutched her pad to her chest, her heavy English accent eclipsing ever word in crisp calm yet frantic tones. "But we have an emergency."

Norman's eyes flit up and he stared them down. "Emergency, wha-what kind of Emergency?"

"The man who was meant to be funding our research, a Mr Francis Dalais?" she looked up at Norman to confirm. He gave a tilt of his nose, eyebrows furrowed in confusion. "Sir...he's dead." she gulped, nodding to solidify fact. Norman's eyes expanded and he gulped, running a hand over his short haired scalp.

"Wha...Wha...Dead?" he looked up, eyes full of incredulous demeanour. She nodded sharply. Then Ivan stepped forward, flicking through pages of his pad.

"A-And sir, Special projects has a situation of urgent proportions. The entire project and floor has been locked down." he looked up, gulping as Norman stood sharply from his desk, hands pressed into the wooden tabletop. Norman searched the air for words, gaping like a fish.

"Wha...what do you mean, what happened?!" he snarled at Ivan. He staggered back and dug a hand into his coat pocket, eyeing the carpet.

"Sir...the Glider and specialised suit?" He looked up as Norman nodded him to continue. Ivan dug his tongue into his cheek, eyes looking around the office. "Sir...it's been stolen."

"Stolen? How-How can something top secret, be stolen!" Norman roared, eyes ramming down towards the table, widening when he lay vision on the elongated earpiece.

_Oh yes, oh yes it was us Norman, you and me, Goblin and friend!_

The sinister voice sung in his head, cackling. He shook his head and let two fingers slip the stack of papers over the earpiece. "How was it stolen?" he looked up at them. Both Sandra and Ivan were nervously eyeing different directions, unable to face Norman's ragged texture.

"No idea sir, but all the vials of the muscle enhancement serum were stolen too. We believe that whoever did this, was the thing that attacked the festival on Christmas Eve." Sandra gulped, looking down at the newspaper on the corner of Norman's desk. Bernard must have brought it in early in the morning. Norman followed her gaze and placed his finger tips on the paper, spinning it round to face him. The Daily Bugle had a huge photo on the front cover of the green glowing Glider flying over fiery explosions. He noticed the blurry enhanced image of the man atop the glider, barely even recognisable. Suddenly his memories returned and he gulped hard, till his throat ached.

"You are dismissed. I want you both to focus on restarting the Extremis project." he pointed at them as he walked over to his window, hands falling behind his back. He watched the sun rake it's golden glow over New York. His eyes focused on the reflection in the glass, seeing the blotchy scars and bruising patches. He shuddered and tried to ignore it.

"Sir, the Benefactors shut it down, they won't allow it." Ivan countered.

"Then find a way Ivan, that's what I pay you for. You both can leave."

"But the suit and Glider-"

"Will be returned, don't you worry about that. I'm sure Spiderman, will be seeing this...man...again, very soon." Norman stared out the window as the voices lifted in his brain.

_Ah yes, that Spiderman. He ruined everything! He stopped us getting revenge. We need to kill the Benefactors, and if he intervenes again...Spiderman will die!_

Norman felt a grin curl his lips, then stopped it, shaking his head as senses returned. "No, no I can't do that! I'm _not_ a bad man." Norman sighed, turning from the glass to see a very confused pair of workers. Sandra raised an eyebrow.

"Err...sir?"

"I said dismissed. You can both go home for the day, it's Boxing day for Christ's sake!" he snapped, pointing to the door. They both hurried out, leaving him to his sinister thoughts. He slumped down in his chair and lifted the earpiece. "I'm not a bad man..."

_No...but we are. Together, we are...unstoppable!_

Norman gulped and set the device down, closing his eyes tight. Maybe the voices were right about Spiderman. Maybe the web slinger was a threat to his attempts to cure his deathly illness. He needed the Benefactors gone to restart the project, he _wanted_ them gone for humiliating him and stopping him from his cure. He shook his head and heard a faint tap of knuckles on the open door.

"Bernard, you can go home too, just leave me to listen to my..." Norman looked up to see the one person he never expected. The teen had a thin frame, clad in a black winter trench coat and long fringe of brown hair swinging across his brow. The pale skin and small demeanour of his son. "...Harry."

"H-Hi Dad." he managed as Bernard lugged his suitcase passed. Harry gulped and rubbed his neck. Norman stood from his desk.

"What are you doing here?" he hugged his son, patting his back. Harry chuckled weakly.

"Well...I...I hadn't heard from you in ages, so I came to Manhattan. I needed a break away from Boarding school." he shrugged. Norman scoffed.

"All you do is break. Kids..." he rolled his eyes, walking back to his desk.

"Merry Christmas to you too." Harry sighed, defeatedly. Norman didn't respond, too busy eyeing the device on the desk. "You look worse, Dad...are you okay-

"You shouldn't have come, Harry. For gods sake, I put you in Boarding school to give you an education!" he roared.

"No, you put me there cause I'm a failure to you, and you wanted me gone!" Harry countered, lips creased into a snarl. Norman spun round to face his son.

"You...know nothing about the sacrifices I made for you!" Norman bellowed. Harry only wanted to spend Christmas with his Father, and not even five minutes into laying eyes on one another after five years, they were fighting.

"I know you sacrificed everything for yourself! Including Mom!" Harry roared back, small pale fists at his sides. Norman scoffed and shook his head.

"Still a child. You know absolutely nothing about me, or what I sacrificed, what I lost!"

"Because you won't tell me. I'm just another burden to you." Harry looked away, gulping heavily as his lips pressed to a frown. Norman ignored the jab and went back to his desk, sitting in his chair and flicking through notes. Harry stayed in the doorway.

"Where will you be going to school then? I won't have you frittering away your education." Norman snarled, eyes never leaving his notes. Harry scoffed.

"I'm attending Midtown Science High School." he added emphasis to each word, trying to sting his Father. Norman never even flinched.

"How'd you get in there? By waving your father's money around?" Norman huffed, shaking his head disapprovingly.

Harry scoffed and fought back the tears of how cruel a man his Father was. How could he not remember that this was who he was? Why did he still beg for his approval? Maybe he could show his Father that he wasn't a failure, that he was trying to be like him, only better. Harry was here now, he might as well stay and make an attempt, even if his Father won't. He stopped on his way out, looking over his shoulder.

"You know Dad...I came here trying to rebuild some sort of relationship between us...whatever died with Mom." He watched as Norman's shoulders sagged. "I just wish you could see yourself in the mirror...and see through the mask you hide behind." Harry sighed, walking out. "Merry Christmas Dad." he spat. Norman sighed and dropped the papers, running a hand along his brow.

_A son? Hah-Hah-Hah, another Osborn! You are too fun Norman!_ The Goblin voice cackled around the room.

"Shut up! Leave Harry out of this. I'm not doing that again, forget it. I'm not killing anyone else." Norman sighed, shaking his head. The Goblin laughed again.

_Yes you will...You love the power you feel when we combine! You can have everything! With me, you can live forever. All we need to do, is kill the Benefactors!_

Norman began to listen to reason, suddenly snapping his head out of the sickening dream. "N-No, No, I killed...No, _you_ killed Francis! I-I-I won't be a part of any more bloodshed." Norman sighed.

_Norman...they win if you don't help me. Think of what we can accomplish together! We can kill them, and we can live forever! Why are their lives worth it? They happily trod and stamped on your hope! Now...take away theirs..._

Norman nodded to himself, eyes fixating on thin air. "What about Spiderman?"

_He gets in the way again...then we have no choice...but to squash the bug._

"Okay...B-But just those bastard Benefactors, right? N-No innocent people?" Norman begged the airy voice.

_No...only the targets. Only the people who hurt you Norman. Spiderman will only be a concern...if he interferes again._

Norman gulped and nodded to the ghostly voice. "Okay...what do we do?" he whispered, hoping Harry doesn't hear.

_Look at the Newspaper, Norman! _

Norman flicked the pages open and settled on the page in question. He spread his fingers across the paper and jabbed a finger.

_There. The Benefactors will be holding a memorial service for that evil bastard Francis, in the New Year. We strike then!_

"Okay...Okay...We stop them. We're doing good, right?" Norman looked up at the ceiling.

_Oh, of course Norman. These people destroyed the research that would cure you! They need to die!_

Norman grinned. "Yeah...they do."

...

A New Year, a new term of School. Peter huffed as he skateboarded down the elongated halls of Midtown Science. His hair was it's usual windswept self and with his earphones blaring music into his drums, he relied solely on his Spider senses and reflexes to weave the board around people. His hood was up and his hands were dug into their respectful pockets, his mind millions of miles away as he looked down at the new bag across his shoulder.

Christmas day had flown by without a hitch, Peter spending the day with Aunt May and Gwen with her family. Throughout the calm relaxing day, Peter did find himself texting and phoning Gwen back and forth, unable to be apart from her sultry tones and her stunning sense of humour. Peter was more than happy, and thanked Gwen repeatedly on the phone for his Christmas gift.

Gwen had gotten him a brown leather shoulder strap bag, with his initials printed onto the buckle in golden metal. The stitching was flawless and it had this distinct intoxicating aroma only affiliated with leather. The scent was soft on the nostrils and yet so exciting. The rich leather scent evoked memories of the best moments in life, it comforted with its warm fragrance and subtly smooth yet rough texture. Peter had smiled warmly at the bag sat atop ripped apart wrapping paper and ran his fingers over the sculpted gold initials.

_I love that girl so much._

Peter then spent the evening having a traditional Christmas meal with his Aunt, a few stolen glances at the empty third chair from both of them. They smiled sadly and changed the subject to a happy venue, enjoying a day, just one, to relax and catch up with his beloved Aunt.

After Christmas had finished for another year, Peter got ready for Gwen's Auntie's wedding. Though he was nervous to his absolute core, it all melted away when he arrived at Gwen's apartment, Helen letting him in with what seemed like a warming smile as he adjusted his suit collar and blue tie.

His senses fell into overload as he saw her. His Tux suddenly felt like a furnace, as did his face, which was bright red. His fingers grew clammy and nervous sweat beaded along his brow. A euphoria of astonishment hit him in crashing waves of uncontrollable Teenage hormones, and elapsing episodes of gaping like a fish followed shortly after.

Gwen...his Gwen, clad in a second skin of figure hugging and flattering pink. The dress was gorgeous on her. The neckline wasn't low cut, but it revealed just enough skin to make any man look twice. Her thin waist sunk in and then curled outwards as her curvaceous hips carried on down until they formed her stunning legs. The pink dress was flatteringly snug, but after the hips and at the thighs it loosened into an ankle length skirt of light pink, a slit up the left side revealing her creamy leg, making his throat dry like sandpaper. Golden hair tumbled down her bare shoulders and pink lipstick finished the insanely beautiful addition to Gwen's appearance. Her mascara was soft and light, her eyes standing out against the black in two large gorgeous lakes of white, green irises plunging Peter into an ocean of beauty, threatening to hold him under till he drowned.

Once he finally managed to break free of those wonderful eyes and her stunning body, she greeted him with a defeated huff and sag of her shoulders, moaning about how she hates skin tight dresses. Peter could only stare at her, dumbfounded by how lucky he was to have this stunning woman.

The Wedding went by perfectly, with Peter stood at the back snapping photos for them during the ceremony and the after party. He smiled at Gwen as she stood by the alter with the other Bridesmaids, a bouquet in her hands and a roll of her eyes indicated how she felt. He helped her through the day though, making her laugh when he shouldn't and cheering her up during the celebrations when people spoke sadly about George Stacy, the first Stacy family gathering since his demise.

Peter slammed into something and stepped off his board, shaking his head from the long visit into his memories of the Christmas break. The barrier in question turned around, short buzzed blonde hair, his large muscular physique clad in a Spiderman shirt and his shorts revealing his defined calves as he spun on heel. _Uh-oh._ The angered frown on his face melted into a grin when he saw Peter.

"Parker!" Flash chuckled as he playfully punched Peter's shoulder. The large once-be Bully chuckled as he wrapped an arm around Peter and tussled his hair with his knuckles. Peter could only wince and grin as Flash had some catching up to do after a few weeks.

"Hey-Argh-Flash!" Peter managed to emit, finally breaking free of Eugene's grip. Flash just laughed and grinned as Peter sorted out his hair and flicked his board up into his grip. "How was your break? Take anyone's lunch money?" Peter grinned, feeling bolder around his new best friend. It was odd to see Flash as a friend, since it happened so fast, but they _were_ in fact friends. Peter would still stop cold when he saw Flash approaching down the hall, but that old mentality of fear was slowly rubbing away.

"Hah, nice one Parker." Flash grinned as he waved goodbye to his friends, the Jocks walking off with the Red head Mary Jane in tow. He leaned against the locker beside him. "Nah, I went up state, hang out with my Uncle and Aunt, just...chilled. Kicked back." He grinned at Peter. Peter nodded and looked to his locker opening it and stowing his board inside. He looked at Flash and nodded at him, repeatedly. Flash raised an eyebrow.

"The shorts? It's January, dude." Peter chuckled as Flash laughed, scratching under his jaw.

"Yeah...Don't...Don't tell anyone..." He leaned forward, checking the coast was clear. "But I heard that Mary Jane, digs leg muscles. Like...really digs em, you know? Been hittin the gym to try and beef these boys up." He chuckled. Peter nodded, scratching at an itch on the back of his head.

"Y-You like Mary Jane?" Peter rolled his eyes.

"What? Dude she is ho-t!" he popped the 'T' with a tap of his tongue to the roof of his mouth. Peter chuckled over a toothy grin as he grabbed his books for first class. "Why, you not like her?"

"She cheats on every guy she goes out with, or she gets cheated on. Not really relationship material." Peter scoffed. Flash chuckled and nodded to himself, still leaning against the array of lockers as people bustled by. "But...if you like her, I say...go for it, no harm in trying, I guess." Peter shrugged, wetting his bottom lip over the top one. Flash nodded.

"Gee thanks Parker, glad I came to you for relationship advice." he grinned. Peter laughed flatly, shaking his head.

"How is Gwen?" Flash crossed his larger arms. Peter nodded to him in a fast repetition.

"Huh? oh-yeah-no-yeah, she's-she's good. She's great, actually." Peter grinned to himself. Flash smirked and nodded to him.

"Lucky man, Parker. Lucky man." Flash gave Peter a punch to the arm and walked off. Peter rubbed at his arm as Flash bowled away, high-fiving Jocks as he walked by them. In reality the punch was nothing, his superhuman strength shielding the blow, but Peter had to keep up his appearance of being...plain old Peter Parker.

"Catch you later, Parker! We're playing Basketball as Lunch, you in?!" He called, arms outstretched into a challenge. Peter grinned.

"Heh, yeah...Yeah, I'll see you then." he laughed, shaking his head and turning back to his locker. he stowed the last of his books and pencils in his bag and shut the door.

"I thought we were hanging out at lunch?" Gwen said, startling Peter as he leaped out of his skin. She'd been stood behind the door, waiting for him to close it, his predicable ability to drop into his own little world making it all too easy to startle him. He caught his breath and shook his head, a grin spreading across his face.

"Y-You really suck." he grinned. Gwen lifted a hand from her hugged books and tapped her creamy chin.

"Hmmm...see-I-I thought that-you know-having _Spidey Sense_ would make you- I don't know, less jumpy, hmm?" she cocked her head to the side, a sarcastic curl to her plump lips. He dryly laughed and faced her. She looked as beautiful as ever, ponytail and fringe just as when he - or was it she? - first asked one another out in the awkward exchange in an empty hallway. Her short black skirt reached her thighs and left a band of creamy skin before her knee high boots concealed the rest on their way down. Her black top and white belt completed the look and he leaned forwards pecking a kiss on her lips.

"Mmm, hey to you, too." She grinned, licking her lips. He smirked and stood up at full height, hands dug into his pockets. He watched as her eyes danced over his features, and he knew all too well what she was doing.

"No cuts or bruises, Gwen. I'm in good condition today." he chuckled as she sagged her shoulders and rolled her eyes.

"Well, that's a first. But then again, I guess Spiderman _is_ on a break, seeing as his suit is...is..." Her speech faltered as she noticed his downward gaze. "...trashed..." She raised an eyebrow at his lowered stare. "Pe-Peter...wha-what are you staring at?" she followed his eyes to her legs, raising her eyebrow.

"Just...it's winter, how are you _not_ cold?" He shrugged. Gwen scoffed and shrugged back.

"I'm a woman. We're enigmas." she smirked, walking passed him. "Even the Amazing Spiderman can't understand us." she grinned as she happily took his hand in hers. He cackled under his breath as he walked with her, swinging their arms together as they walked. They both weaved around students as the bell rang out across the school. A few windows were still boarded up from the Lizard fight months ago, but funding for windows was last on the school's concerns, especially when it came to repairing a whole school.

Gwen squeezed his hand as they swung them like pendulum, back and forth between them.

"So..." Peter started.

"So?" Gwen humoured, swinging her hand, and his in the process. He smiled happily as they walked through the halls of the school, heading towards the first lesson of the year: English language. She clutched her books in her opposite hand and peered up through her fringe at him. He looked at her and she shrugged her shoulders and eyebrows, attempting to squeeze the words out of him. "So...what, Peter?"

"Oh...Yeah...I umm...was wondering if you-umm-you wanted-wanted to come over tonight. Aunt May's making chicken and...I umm..." He interrupted his sentence with a chuckling grin as he leaned closer to whisper in her ear. "I need help with a...project." he grinned at her, rubbing his head with a free hand. Gwen nodded to herself, lips pressed into a pondering expression.

"Oh...okay...A project, huh?" she smiled knowingly at him. He gingerly laughed, eyes darting around the emptying hall. Gwen leaned over and whispered hot breath into his ear. "Does this...project...include red and blue Spandex?" she laughed softly as Peter nodded comically fast. "Then yeah, I'm free!" she beamed at him. He smiled and tugged his hand free of hers, Gwen pouting unhappily as she pawed the air to try and reclaim his hand. He wrapped the arm around her shoulder and pulled her against him, kissing the top of her head.

The feeling of her soft, silky locks brushing his lips and the sweet scent of her wonderful fragrance smothering his nostrils scent a happy curl to his smile; Warm fruity shampoo with a kick of tangy hairspray igniting his senses. He lifted his head from hers as they neared her locker.

"Awesome. Aunt May'll be happy to see you." Peter nodded as she let go of him and spun the combination lock. His hands dived into his Hoodie pockets. Gwen smiled and peered over at him.

"Well, I can't wait to see her. If I'm correct, and I always am - she said-she said something about baby photos at Christmas, hmm?" Gwen grinned as Peter's head sagged forward in defeat. "Could be...hmm, interesting." Gwen pouted in thought as she flicked through the book she needed for English. Peter huffed and pressed his sunken forehead against her shoulder. Gwen giggled and shoved his shoulder. He staggered back with a grin and she saw an anomaly on him, quick to point it out.

"Peter. Sleeve." she looked into her locker. He raised an eyebrow then saw that his left sleeve had bunched up at the forearm, exposing his wrist and web shooter.

"Oh cra-thanks, Gwen." he huffed, tugging the sleeve down and checking the hall for anyone who saw. Luckily, the hall was mostly empty. Gwen shut the locker and shook her head, eyes rolling. He scoffed and followed as they headed to their first class, unhappily pealing apart to avoid being lectured on public displays of affection.

He let her walk into the class first, following closely behind. The room was still filling with yawning, miserable students, all abysmal to how fast Christmas break had flown by for another year. The Teacher sat at her desk, eyes raking over the notes for the lesson plan. Mrs Stone's silvery locks were coiled up in a bun and long rakes of crows feet crept out from the edges of her aged blue eyes. Canyons of creasing wrinkles curl from the corners of her mouth and her nose as she read the plan to herself.

Gwen hugged her books to her chest and neared the Teacher. "Good morning, Mrs Stone." Gwen smiled at her. The elder looked up and beamed back at her.

"Ah Gwen! Hello my dear, how was your Christmas?" she asked gently. Gwen puffed air through her lips and shrugged.

"It was...It was hard." she narrowed her eyes to solidify her statement and she nodded with her chin held high. Her husky voice faltered only slightly, but the smoky tones of her raspy voice returned soon after. Peter stood near her, hands in his pockets. "First Christmas since Dad..." Gwen gulped and shook her head, raising and jutting her curved chin out again. "First Christmas without him and it was...yeah-hard. B-But we had fun though! Yeah...erm, you-how-how was your Christmas?" Gwen rubbed behind her ear. Mrs Stone smiled sympathetically and cleared her throat.

"It was lovely thank you, dear."

"Good...well...I'll umm...I best get to my seat." Gwen nodded with a smile as she turned to her desk among the rows of others. Gwen walked passed the desks of limp students, arms hanging over the tops and gossiping girls, chatting about the holiday antics. Gwen huffed as she perched in her seat and laid her books out across the desk. She took out her pen and instinctively began to chew the plastic tip as she glanced across her notes.

She flit her eyes up as Peter began finishing his conversation with Mrs Stone, evident by his swivelling heels and comically fast barrage of nods, constantly repeating "Yeah-no-yeah" in a low whisper. Gwen smiled as she balanced the plastic pen lid between her pearly teeth. She'd studied Peter's mannerisms ever since she noticed him, stepping in to help a kid who Flash was bullying, taking the punches for a boy he had yet to even speak to. Her knowledge and vast revision on Biology meant that she sussed Peter Parker very early on. Then she discovered his secret, and he became all the more complex...to her excitement _and_ frustration.

Gwen snapped from her thoughts as Peter sat in the desk behind her, jutting his shoulder and dropping his bag beside the chair. She looked over her shoulder and smiled at him. He grinned back and glanced down at the book. Gwen couldn't help but smile to herself as she turned back to face the front of the class, her mind busy on him. After all they'd been through together, how there relationship had blossomed like a spring flower, Peter was so much more than a puzzle to solve to her now. He was an adventure to experience, a drug for her to grow addicted to, a euphoria for her to feel as it pools in her stomach and flutters like a frothing sea of Butterflies. Even though she'd lost a great deal over the past few hectic months, her emotional state of mind a train wreck, she couldn't help but feel optimistic for the future. Gwen couldn't help the beaming smile that curled up her cheeks.

...

Norman walked slowly around his Living room, oak floors and deep cherry wood walls coating his vision in a brownish gold hue. Ever since the revelation on Boxing Day, he'd locked himself away and busied himself with ideas for how he was going to survive this plague in his blood. Harry was heading into school - late - but he had other pressing matters at hand.

His head throbbed and he sunk his shoulders downwards. His shirt collar was peeled open and his bare haired chest was drenched in sweat. Beads of rolling water run down his forehead and dripped off his brown onto his dampened shirt shoulder. His white shirt was turning an almost translucent grey and he was slowly burring a trench into the wooden floor with his pacing.

_What? You know what you have to do..._

"Shut up a moment. I'm thinking." Norman hissed at his alter ego. The Goblin voice scoffed in his ears.

_You know what you have to do, what you want to do! As long as the Benefactors live, you will die...You will never be cured..._

Norman sighed and rubbed his eyes with the heels of his palms. He grit his teeth. "Can you just let me think!" he cursed. "I don't even have the suit or the Glider, or the serum any more...god knows where it all is..." He rounded off the list on his fingers. The Goblin cackled, echoing across the oak balcony's and bookshelves, the smell of polished oak taking a sinister turn to a stench of warped iron.

A blob of blood splat on Norman's sleeve, a panicked hand lifting to stop the nose bleed. He gulped over the lump and tried to stifle the ragged drumming of his heart.

_You're out of time to think this over Norman. Francis's memorial is coming up...our last chance to get them all! We act tonight!_

Norman gulped and nodded as he lowered his red smeared hand, eyes fixed on the bookcase in front of him.

_Go ahead Norman...you know what lies behind. You opened the safe on jolly old Christmas Eve..._

Norman felt a strained swallow ache across his throat. He slowly staggered towards the bookshelf, feeling the Poltergeist activity of his alter ego pulling his puppet strings, walking him towards the shelves. Norman's eyes quivered and his hand involuntarily lifted to the red book in between the rainbow of hardbacks. The book slid back and a mechanical click sounded, cogs meshing and grinding as the wooden oak cabinet slid open.

Norman staggered back with wide eyes as the door of books slid aside. The pitch black room behind it beckoned him forward with unseen curling hands of sulphuric green smoke. Norman gulped and felt his legs stagger forwards, stepping into the blackened room, slippered feet sinking into the rolling sea of green gas.

Norman peered up as the pitch black abyss above flickered to life as track lighting blinked on. His eyes adjusted and he swallowed hard as the room lit up. He looked forward and stopped in his tracks, shaking his head as his lips curled into a terrified grimace.

"No...No, I never could have...no..." Norman shook his weary head as he looked upon the landed Glider and incomplete Goblin suit stood upon it, left side uncovered of green armor, showing the exo-skeletal pistons and bolts beneath. The black under suit had tears and snags from the fight with Spiderman, green Oscorp paint scratched from the armor. Norman paced up the steps and stood before the headless suit, large green pouldron on the right arm being a coaster for his hand to sit upon. He looked down and saw the right earpiece attached to long wired stalks, protruding from the neck-hole. The left earpiece, was currently in his pocket, taken from his desk where it perched earlier on in the week. All his fears of it not being a dream had been proven truth here and now, as he stumbled upon the Goblin lair in his own home.

_Now, we suit up! We take back our lives Norman! With my help, you will be cured!_

Norman looked over at the stainless steel desk of green liquid filled syringes. He gulped and broke his eyes away. He knew he had to kill the Benefactors if he had any hope of curing himself. The blood trickled down his nose and he felt the creeping fingers of black veins climb up his spine. "We start tonight...right?

_Yes Norman. We kill them all tonight!_

* * *

**Author's Notes: A rather boring chapter, I know, but we need a few fillers, right? Next one will be better, I promise! Love you all! - Dave**


	11. Osborn

**Author's Notes: This Chapter includes a lot of Gwen and Peter fluff, seriously there's a lot! It also features one use of explicit language. You have been warned! Love you guys, and enjoy! - Dave**

* * *

**Chapter Eleven: Osborn**

...

The first few periods of the school day seemed to dissolve into the past very quickly, Lunch time soon arising as the cold winter sun rose high into the deceitful blue sky. A cold snap of air whipped across the vibrant green track and small pockets of icy snow littered the field with specks of white. Huge Voluminous clouds of grey roll and tumble over one another behind the distant skyline of New York city, car horns and police sirens wailing in the far away 'Big Apple.' The blue sky of matte cyan seemed to slowly swell and fill with the vast quantity of massive continents of icy fog, drifting towards Midtown Science High school.

As the long break between lessons slowly reigned over the school, students bustled and paced around the field in frantic directions, like a hive of ants with no Queen to answer too. The younger years seemed lost in their swirling hurricane-like movements, only for a stray football or Basketball to bounce between them and break them up, like a shoal of silvery fish. The jocks roared and cheered as they dribbled balls back and forth across the slushy field, a few melted snow balls making their way through the cold air, smashing into icy particles off of any unlucky student's back.

Gwen and Peter had no interest in these games, simple content being sat on the bleachers, huddled together in blissful silence as they watched the noon sun dip behind the swirling aurora of clouding fog. Gwen hummed with a smile as she curled her legs up under her rear and nestled her head between his cheek and shoulder. Their fingers were intertwined in Peter's lap, one of her hands freely raised to her chest and rubbing her thumb over the silver gem of her necklace. Peter's free arm was wrapped around her shoulder, holding her against him.

"I love this Necklace so much, Peter." Gwen smiled as her eyes darted down to the large dab of gold and silver between her pinched finger and thumb. Peter grinned and kissed her scalp, sniffing her wonderful scent - something sweet combined with something that was entirely Gwen. His arm that was wrapped around her shoulder found its way to her long hair, running his fingers through the trickling golden stream. Gwen hummed happily and snuggled into him.

"So...what time should I come over tonight?" Gwen smiled as she lifted her head from his shoulder, eyes inches from his. He looked down at her hand and shrugged, eyes lifting back up in a vibrant burst of doe brown.

"Umm...Y-You wanna come over straight after school? W-We can finish that English Essay and then, umm, you err, you know...we can work on the new suit." he nodded to her, his voice but a throaty whisper. Gwen smiled and nodded sharply.

"I-I-umm-Yeah, Yeah I like the sound of that." Gwen's smile beamed at him for a mere moment, her pearly teeth peeping between her soft lips. His grin widened too with an airy chuckle. Slowly her smile fell and she sighed, looking at her one small hand intertwined within his. "You seen any more of that...thing that attacked Simon?" Gwen asked him, eyes lifting to his. He sighed back and shrugged, eyes falling along with his shoulders.

"No. All quiet, and that makes me nervous. I-I know, he's gonna come back, but I don't know when." he huffed, his bottom lip running across his top one as his gaze faltered towards the field. She smiled weakly and nodded, peering down at her necklace.

"Well, I guess we need to get Bugboy's new duds all cleaned up then, don't we?" she smiled at him. He chuckled heartily and nodded, his smiling eyes looking at hers. "We'll figure it out Peter, together."

"As long..." his voice became a whisper. "As long as you don't get caught in the middle. I-I won't have you getting hurt Gwen, you know that. You understand?" his eyes turned steely. Gwen nodded with a puff of air through her lips. "Gwen? Come on, I need to hear you say it-

"Yes, alright? I won't get stuck between you and this freak." she frowned. He nodded and pursed his lips as Gwen wriggled out of his arms to sit up right. She sat up straight, adjusted her ponytail and flicked her fringe aside. "But you need to understand that I can deal with _Spiderman_ getting hurt, but _not you_."

"Wha-What does that mean?" He furrowed his eyebrows, confused. The bell rang and Gwen got up, grabbing her books and clutching them to her chest. She looked down at him, the sunlight behind her igniting her hair in a heavenly glow, almost a halo of blonde around her face.

"It means I can live without one, I can't live without the other." she stared at him to let the message sink in, gulping and nodding to herself. He sighed and stood up too with a groan, his knee caps popping. Gwen cringed and shook her head, staring back up at him as he nodded sharply.

"Okay, okay. I-I-I got it, I got it."

"Cause you know that I invited Peter Parker over for Branzino, I didn't invite Spiderman over for Branzino, and I - I just - I _really_ need you to understand - you understand right? I mean, I _love you_, and I can live without Spiderman, but just - _not_ \- _you_." She prodded her books at his chest on each syllable, head falling forward with a groan to rest on his chest. "_Not you_."

He huffed a grin and gently grasped her upper arms, thumbs massaging the pads of her biceps. Her head lifted and he planted a sweet kiss on her forehead, moving her fringe aside to allow his lips passage. He pealed back and looked deep into her eyes, lost in the evergreen irises and expanding pupils that dilated over his features.

"I love you too Gwen. Don't worry yourself so much, okay? I'm here, see?"

"Yes, Yes I umm, I see that." she furrowed her eyebrows at him. He grinned at her mannerisms.

"What? Wha-why the face?" he chuckled, hand gesturing to her expression. Gwen pouted and shook her head.

"No, no it's cool. Just...usually you say something more romantic than that." she stated, lips curling into a tale-tale smirk. He nodded sharply and eyed the floor.

"Oh yeah? I'm romantic, am I?" he cackled, lips creasing into a lop sided grin. Gwen crumbled and scoffed.

"Well, I mean, I wouldn't go _that_ far-you know, throwing the word 'romantic' around..." her voice dropped to a mumble by the end. He laughed and gave her a sweet tender kiss on the lips.

"I love you, Gwen."

"Yeah...you too." She smiled at him. "Now, come on, we've gotta get to Biology!" She said sternly, taking his hand in hers, his head falling with a groan. His other hand outstretched towards the bleachers as she dragged him away, like a spoiled child.

"No! I liked the bleachers! I liked the hugging and kissing and the - oof!" she gave a firm tug and pulled him away to her side. He shoved his hands in his pockets and walked alongside her, heading to the brain aching hell of Biology class. Peter ran a hand along his scalp, raking through the fibres of his thick hair. Gwen cocked her head with a subtly grin in his direction. He saw her studying him in the corner of his peripheral, growing more curious as her eyebrows furrowed together.

"Wha-What?" he chuckled weakly, gingerly running a hand over the back of his head. Gwen shrugged and looked forward as they walked through the thin slushy layer, crunching and squelching under their feet. Peter stepped in front of her, eyes on hers. "What is it? I-Is it my hair?"

"God, you are so self concious!" she scoffed over a chuckle in her throat, her raspy voice cutting through the winter air in a cloud of condensation. He huffed and grinned at his shoes. "No...It's just..._This_ is _us_." she smiled. He raised his eyes at her, hands firmly rammed in his pockets. His eyes darted back and forth as he tried to understand what she meant. "No troubles like, how to stop a gigantic Lizard, or a guy on some Glider...just...School, relationship stuff, fooling around, you know?" she shrugged gently. He grinned and nodded quickly.

"Yeah, I mean, Biology will always be my Arch Enemy." Peter cackled at Gwen's cheek lifting giggle. She lifted a hand to cover her mouth as she laughed, her eyes crinkled into a laughing glare.

"Yeah-No-Yeah, me-me too." She nodded and calmed her laughter, quickly lowering her smile and narrowing her eyes into slits, raspy voice being it's usually sarcastic smoky whisper, a tilt to her head.

"At least you're good at it!" Peter's lips snaked into a smirk. Gwen shrugged and pointed onwards.

"Maybe you'd be better if you were on time for a change!" she challenged. Peter nodded and shrugged his shoulders, the universal Peter Parker signal for 'Yeah, I guess'

"Yeah, I guess." he nodded mopily. "I really like kissing you, though." He grinned devilishly. Gwen gave a hearty laugh as she lifted her chin towards him.

"Well...maybe...if you do well this lesson..." she leaned over to his ear, her hot breath sending waves of goosebumps rippling out across his skin. "...that can be your reward." she whispered huskily, her voice dripping with seduction. Peter gulped and nodded as his skin flushed. Gwen reeled back and smirked proudly at his response.

"Yeah, Yeah...Come on, we gotta get to class!" he grabbed her wrist and hauled a laughing Gwen off towards the Biology labs.

...

"I'm telling you! Tha-tha-that's the kid who's Spiderman! L-Look at the face I described!" the blonde haired thief pointed frantically with a bony finger to the paper in question. On it was a Police Artist's sketch of Peter Parker's face, matching the thief's description. The two Police Officers sat opposite him in the interrogation room both sighed and huffed, shaking their heads.

"Look...you've been going on about this since Christmas. You honestly expect us to believe that Captain George Stacy's daughter is dating Spiderman?" the tallest officer, tanned skin and blonde trimmed hair shrugged as he flicked the paper in his grasp. This was Officer Daniel Lugo, once designated to Captain Stacy's division. The shorter, slightly more rotund Officer with pale skin and a jet black moustache sat beside him was known throughout the department as 'Paulie' Smith.

"H-How'd you know that they're together?" the tattooed wrist man frantically asked, voice cracking like vocal glass. His thin dirty fingers drummed on the table at a fast pace, Drug withdrawal finally having it's effect on his body.

"She still drops by to say 'Hi' to the old team, and we're close family friends." the man gestured to his colleague. "Nah, Parker's a good kid, no way he's this...Spiderman." Daniel scrunched the paper up, the Thief's face scrunching in response.

"What! The-the-the-that's it?! No search warrant, no arrest! What the hell!" the man roared, his greasy blonde hair matted together, the welt under his left eye brimming with purple hues.

"Look, we've got a homicidal maniac with a Glider on the loose, a dead Benefactor to Oscorp and the press so far up our asses I can taste the lawsuits!" Daniel huffed, standing up as his chair legs scraped and screamed across the concrete floor. "We'll...Get back to you if we find anything." Daniel sarcastically grinned. He turned towards the door and followed Paulie out of the room, slamming the door to the room shut.

The thief took several shaky breaths, his hands trembling from the sudden withdrawal of wicked chemicals in his blood. He suddenly roared in frustration, flipping the table with his chained hands. The cries of frustration were nothing more than muffled shouts from outside the bunker.

"Damn you, Spiderman! Fuck you, Parker! ARGH!" He rolled over the floor, hands batting at his writhing chest as he cried out to the bland white ceiling. Paulie scoffed and shook his head, watching through the thick mirrored glass.

"You believe a word he says?" Paulie looked up, rubbing his paunchy chin.

"Nope...No way this Parker kid is Spiderman." Danny laughed as he threw the scrunched up drawing in the trash, both of them laughing to one another at the ludicrous idea of it.

...

Peter and Gwen sat side by side in the Biology class, swapping notes and looking over the vast quantity of questions on the paper. The Teacher, Mr Owen, had issued the class an assignment to do where they had to pair up and test each other on the human anatomy. Small voices and mumbling conversations echoed around the class room, rows of long wooden desks stretching up the length of the class in parallel lines.

Gwen huffed as she watched Peter, his chin resting atop his crossed arms. A lone finger peaked out from the bundle of crossed arms and poked at his pen, watching it roll up the slightly tilted table and roll back down. His eyes followed the pen's every movements. Gwen rolled her eyes and checked the room, seeing everyone's eyes down.

Quickly she lifted her hand and pinched his neck, Peter sitting up sharply and rubbing his neck with a hiss through gritted teeth. "Ahh! What the hell?" he whispered. Gwen shrugged at him with wide eyes,

"Well help me finish this then!" she whispered back. Peter finished massaging the wounded zone on his neck and stuck his tongue out, which made Gwen snort. She shook her head and looked down at the paper, biting the tip of her pen. Peter huffed and let his chin drop back to his arms as he stared at the paper. Gwen cleared her throat and removed the tip of the pen from between her teeth.

Drawn upon the paper in scratchy black and white printer ink was an outline of the human body, many black lines spreading out from certain organs and muscles. Gwen and Peter had to label the organs and explain what they do. Gwen pointed her pen at the paper, Peter following the wavy stick of plastic and ink.

"Right, so what organ is...this?" she pointed to the black line shooting out from a small blackened blob in the human's chest. Peter sat up and rested half his face on the curved heel of his palm.

"A Lung?" he huffed, bored. Gwen shook her head and sighed unbelievably.

"Second in his class...wow." Gwen raised her eyebrows as she studied the paper. Peter saw the bait of a challenge, and accepted.

"Alright, it's the oesophagus, often referred to as the gullet. It's part of the digestive system." Peter listed off, before slumping his head back to his newly crossed arms. Gwen grinned proudly and nodded.

"Good! Okay...what's this?" she pointed to the next organ. Peter sighed and raised an eyebrow up at her. "What?"

"I know all these, I-I just...I umm..." he scratched the back of his head. "I wanna see if you-you-know them, you know?"

Gwen's eyes flared and she sharply turned back to the paper, scribbling harshly onto every label. "Spinal Cord, Larynx, Trachea, Oesophagus, Aortic Arch, Lungs, Heart, Spleen, Kidneys, Liver, Pancreas, Diaphragm, Gallbladder, Stomach, Intestines, Ureter, Urinary and Urethra!" she stopped to take a much needed gulp of air. "First...in my...class." she huffed. Peter nodded and gingerly pointed to the neck of the drawing. Gwen followed his finger, eyebrow raised.

"You forgot the Carotid Artery." he mumbled. Gwen's lips pressed into a frown and her eyes widened to fearful new levels.

"Peter, I am _this_ close to punching you in...in the..." she turned back to her list and ran a finger down it, stopping on one with a finger prod. "...in the Oesophagus!" she hissed, keeping her voice low in the quiet classroom. Peter grinned and nodded, surrendering. Gwen began to gently giggle as she looked at Peter's reaction.

"So...Muscles?" she smiled. He grinned and nodded sharply, sitting up straight beside her, his hand finding hers beneath the table as they studied together.

...

Peter leaned against the locker as he pushed his foot back and forth atop his awaiting skateboard. He looked up from the motion at his feet and around the bustling hallway at the end of the school day. He was waiting beside Gwen's locker, ready to go to his house and spend the evening with his amazing girlfriend.

"Peter?" He turned at the male voice and his eyes widened when they landed on Harry Osborn. The smile of a smirk peaked across the pale face of Harry and his combed flat hair flicked down over his eyes. He chuckled a grin and walks up to the still shocked Parker.

"Holy...Harry?" Peter chuckled as Harry greeted his friend with a hug and a pat on the back, Peter doing the same. "What are you doing here, I ain't seen you since..."

"Since we were six, and I got sent off to boarding school? Yeah...long time." Harry nodded to himself, a slight frown on his pressed lips.

"Hell yeah, long time! Wha-wha-why are you here?" Peter gesticulated with frantic hands at the air. Harry laughed and shrugged his black coated shoulders. "Oh...Your Dad?"

"My Dad." Harry nodded. "He's...He's not doing well."

"Man, I-I-I don't think I've seen him since...since I was five." Peter blew air through pursed lips to alleviate the stress of how time has flown since he'd last seen his closest friend and his Father. Harry grinned and looked at Peter's feet.

"Nice Board. Still skating I see?"

"I'm better now." Peter laughed.

"Oh, no more falling off and crying, huh?" Harry grinned a toothy laugh. Peter's lips creased into a teeth revealing grin, an airy laugh leaving his lungs. He rubbed the back of his neck.

"Hey, I was five at the time, okay?"

"Fair enough...Fair enough. Well, listen. I'm staying at my Dad's, you know, Osborn manor outside of Manhattan?"

"Yeah-Yeah-Yeah." Peter nodded frantically as he whispered a faint chuckle. Harry took out a card with a phone number printed on it.

"Well, come over some time this week. We'll catch up, yeah?" Harry chuckled. Peter took the card and studied it with his vision, nodding comically fast, eyes flitting up at Harry. "Man, it's good to see you Pete. Nice to know I've still got some friends in this world." Harry chuckled as he pat Peter's arm with a thump. "I'll umm...I'll let you get back to...yeah." Harry gestured a hand over Peter's shoulder and smiled passed him before walking off towards the school gates.

Peter flicked the card between his fingers and turned to see Gwen smiling, hugging her books to her chest. She beamed and nodded her head once in the direction of Harry. "He seemed nice. Who is he?"

"Harry Osborn. My oldest and most loyal friend." Peter smiled. Gwen puffed air through her lips as she opened her locker.

"Geez, looks I've got competition as the holder of your heart." She grinned. He snorted and shook his head. "If you do decided to run off together, I'd appreciate a heads up." she shut the locker door and smirked. "And aww, you got his number! Score!" she cackled.

"Hah Hah." Peter dead panned at her. "Nah, just...He and I grew up together...then...my umm...you know, about the whole, umm..."

"Yeah." She shut up his nervous ramblings with her gentle voice of understanding. Gwen knew how it felt to lose a parent. Losing both must be horrific beyond all comprehension.

"I moved in with Uncle Ben and Aunt May, and he was sent to boarding school." Peter looked at the card in his grip. "We just...drifted apart, you know? Crazy to see him turn up outta the blue." he grinned weakly at Gwen. She smiled softly and rested a hand on his upper arm, smoothing across his sleeve. He smiled at her and nodded quickly before slipping the card in his pocket and coiling his arms around the small of her back, nose to nose with her.

"So..."

"So..." She smiled up at him, his eyes so close they were a blur of brown.

"You ready to go?" he asked her, tilting his head to her locker. She nodded happily and kissing him, both being lost in the euphoric cloud of ecstasy that coated the fibres of their nerves, the pooling sea of frothing butterflies that flutter in their stomachs. He peeled off her swollen lips and smiled.

"Grab that board and we'll go." she chuckled as he frantically searched for his board, which had rolled out of sight. He breathed a sigh of relief when he saw Gwen's boot resting on the skateboard. She smiled and let him pick it up, holding it in the crook of his arm. His other hand met hers as they walked home.

...

Peter sat on his bed as he watched Gwen looking through the vast supplies of red and blue fabrics. A few hours had elapsed since they'd finished school and reached Peter's home, also completing their English Essays. Aunt May was still at work, the night shift at the Hospital draining the poor woman. Peter flit his eyes up from his sketch of the new suit and watched Gwen as she pushed hair out of her eyes and studied the fabrics, running her fingers along the textured clothing. His eyes landed on the sides of hers and he just admired how big and beautiful her eyes were. She had such unique eyes, and he got lost in them so easily. He was sure that if they were an ocean, he'd drown over and over again.

He looked down at his pencil and the drawing. Smudge marks filled the eyeless gap of the mask in the drawing. He just couldn't decide on how to make the lenses on this suit. He found it difficult to fight the Lizard, especially when looking through the small golden slits of his last suit's lenses. They were old sunglasses lenses, but this time, he had a white mesh-like fabric that could be seen through easily from the inside. He also had a coating of glossy reflective plastic to put over the white mesh, but he just couldn't decide on a shape.

He studied Gwen's eyes for a moment and inspiration hit him. The eyes need to be bigger! He quickly sketched the new larger eyes of the suit, flicking up their outer facing edges into almost a tear shape. A black border was added to make them stand out, like Gwen's mascara. He grinned happily and nodded to himself.

"So, I was umm...I was thinking of-some-something like this?" he mumbled as he sat up on the lip of his bed. Gwen hopped onto the bed beside him and leaned into his shoulder as she studied his drawing.

"Wow, Peter you can really draw! Like, seriously, you've got some awesome talent here." She beamed, eyes widely set on his sketch pad. He surrendered it and she took the book, flicking through the canvas pages. Several different Spiderman suit designs litter the pages, seeing one with a red pen circle around it. That suit was the first ever one, the suit that he wore in his fight against Connors. She smiled at it and turned the page.

"I umm...I like to draw, when I can-you know-get, get a chance." he rubbed his neck and rested his wrists across his knees. Gwen nodded with pursed lips as she studied the pages of art, her green irises bouncing off the rounded walls of her eyelids.

"Wow...I never knew you were such a great Artist. I mean, I know you love photography, but this is...wow." she shook her head in disbelief with a smile as she looked over the array of sketches and drawings. Peter grinned at her compliments and looked over her shoulder at the pages. His eyes bolstered wide and a blush hit his cheeks as he tried to take the book off her.

"Well, that-that's enough for-"

"What? Come on, let me see what you've drawn..." she stopped and her eyes set on the page she'd turned to: It was a large pencil Sketch of Gwen. The soft strokes of graphite had shaded her face beautifully, and her eyes were stunningly detailed with long sharp lines of black and white to replicate her complex and gorgeous eyes. Her hair was drawn stunningly, long locks cascading down her face and over her eyes, pursed lips making her look unbelievably beautiful in his drawing. Small eraser marks of white lined her lips and made them look shiny, finding herself replicating the expression in the drawing as she looked up at him.

"You umm...You drew...me?" she pressed a hand to her chest. He gulped and nodded with a nervous grin, hand raking through his hair. Gwen turned back to her graphite reflection "Wow I mean...wow. Do I really look like that?"

"Well I umm, I mean yeah, I think, I think so, if that's a good thing, I mean I hope it is, I drew it when I was like...I was..." his blush was deep red now, and Gwen revelled in it. "When I was still majorly crushing on you. It's really weird I know but-

"No!" Gwen blurted, eyes snapping to his." No, Peter this is...so, so flattering." She smiled at him, looking back at the drawing.

"Really?" He gingerly asked.

"Peter, to know that someone liked me enough to draw me...especially as well as this...I..." she smiled at the sketch. "It's wonderful."

"So...you're not like, weirded out by your weird stalker?" He joked weakly. Gwen huffed a laugh.

"Not even a little bit." she beamed, planting a kiss on his lips. Peter smiled into the kiss and peeled back.

"Cool...Cos, when I drew it I had ,like, no idea I'd _ever_ be with you, so I never thought you'd see it, and now I'm embarrassed again..." he sighed. Gwen laughed and closed the book, wrapping her arms around his neck and pressing her lips to his, reminding him that she loved me, no matter what. They both fell back from Gwen's pushing and pressed Peter into the mattress, Gwen on top.

She broke the intense kiss session for a gulp of air, looking over at the floor of red and blue fabrics. The book had fallen off the bed and flipped open onto the page with the new sketch drawing. Gwen giggled as she looked back at Peter.

"Looks like something from a comic book."

"Maybe...Maybe that's what I'm going for." he grinned.

...

_The Benefactors are having the memorial tonight, Norman! We have our chance!_

Norman stood on his balcony, overlooking the distant New York city, skyscraper jungle slowly disappearing into the blackness of night. The Lunar glow was the only thing to paint white outlines on the towers. Norman sighed and rubbed his brow, feeling the cold chill of his virus creeping over his ears. His dressing gown belt kept it tied around his body.

_We're out of time, Norman. No more delaying! If we fail to kill the Benefactors tonight, a cure will be impossible!_

"I know, I know, Don't you think I know that?!" He growled at the sinister voice. A chill seemed to sway around him, almost as if the ghostly presence of the Goblin was pacing around him.

"Dad?" Harry spoke from the house. Norman turned and looked upon his son. "You okay?"

"Yes, Yes I'm fine. Go finish your homework Harry." He gave a weak smile and Harry beamed back. Maybe he was getting through to his Father. Harry turned and went back to his array of books on the home library table. Norman finished a gulp of whiskey from his glass of ice and let the effects dull his usually sharp senses.

"Harry, I was err...I was going to go out tonight. A few friends are holding a banquet with the Benefactors and it'll be good if I'm there."

"Oh..." Harry let out a disappointed sigh. "Okay. I was going to tell you about my day."

_Humour your son Norman, listen to him and make him believe we are going to this...party. Good lying by the way!_

The Goblin cackled at him in his cerebrum. Norman hissed and turned, walking his slippered feet into the library, a warm glow illuminating the room. Norman walked over to Harry at the desk.

"What umm...What happened today then?" He asked. Harry raised an eyebrow and looked up from his sea of paper.

"You really care?" He dead panned. Norman nodded. Harry took the bait and wet his lips. "Okay, well I umm...I saw Peter again, remember Peter Parker? H-He goes to Midtown Science. Yeah, I mean I invited him to come over sometime next week, I-if that's okay..."

"Yeah, Yeah, invite him over. We'll have dinner, give you two a chance to catch up." Norman gave a fake smile that Harry ate up, a beaming grin on his lips.

"Yeah? Thanks Dad." Harry looked back at his papers as Norman set his empty glass down and headed out of the room.

"Well, I best go get ready and head out. Don't wait up, I'll be back later, much later." Norman called as he left the room with a grin on his teeth. Harry nodded and continued to study.

Norman stepped out of the room and stomped over to his library shelf and pulled the red book down, watching it slide open. Slowly it revealed the darkened room and he quickly stepped inside, the shelving closing behind with a mechanical screech. Harry lifted his head from his books at the sound, but soon shrugged and went back to studying. Meanwhile Norman was injecting himself with the Goblin Serum and screaming inside the sound proof room as his body became part of the violent metamorphosis.

He slowly crawled his cracking and snapping torso up the steps to the awaiting Glider and suit, his muscles expanding and filling with the toxin, puffing up the biceps and shoulders to intense new strength. He managed to stagger his cracking and shifting feet into the suit, throwing off his dressing gown, revealing the skin tight black under-suit already on. His muscles bulged beneath the suit and his skin split and healed, scars and green hues tainting the boiling leather.

His teeth turned sharp and yellow, his gums black. His hair grew as his hairline receded and instinctively slick back into a frizzy witch hat of Keratin fibres. His nose pointed and his chin sharpened as his eyes flared green.

As all this was happening, the armour was being applied to his body, the scratched and incomplete green plating sliding and mechanically tightening to fit his body. The Glider bellowed to life and Norman slotted the two ear pieces onto his newly extended ear tips. A horrifying grin ripped across his face and he cackled as the roof opened up into an Aperture lens like hanger hatch. The lunar glow lit up his green monstrous hue and he laughed maniacally as the Glider lifted upwards and out of the Osborn Manor, heading towards New York within a streak of green light.

"The Green Goblin returns!"

* * *

**Author's Notes: Next Chapter will be a Gooden guys! Plenty of Gwen and Peter this time round. Hope you like Fluff that rots your teeth! Love you all and let me know how you're liking this so far! - Dave**


	12. Cherished or Perished?

**Author's Notes: Here you are guys! A side of Fluff with a dish of combat! Enjoy! Oh...and try not to hate the Goblin too much ;) **

* * *

**Chapter Twelve: Cherished or Perished? **

**...**

Gwen ran her fingers over the bumps and slithers of the Spandex skin, rubber veins coating the red and blue fabrics. She traced her index finger across the torso of the suit, feeling the snake scale-like material rise and form the blackish silver sculpt of the Spider on the pectorals. Gwen smiled proudly and finished the stitching across the shoulders, seeming red into blue. Peter sat on the bed, stitching the lenses onto the new mask. He smiled proudly, and also happily as he studied Gwen out of the corner of his eye. Seeing her help make this suit meant the world to him. He wasn't in this alone, even if deep down a voice of reason was telling him he had to be. But she was a part of his life now, and no promise was going to break that.

He slipped his hand in the mask and lifted it up into the ceiling light, smiling stupidly at how awesome it was looking. He had finished stitching both eyes onto the mask and loved the large white lenses with their black borders. He'd also fitted the rubbery webbing pattern of blackish silver onto the mask with a fast drying solidly strong adhesive.

He carefully laid a layer of thin adhesive glue onto the black curved plastic frames and gently pressed them onto the eyes, grinning at how it was beginning to match his concept and the swirling torrent of ideas in his mind. The shiny gleam of the protective plastic coating across the lenses reflected in the bedroom light, and he saw the mirrored view of blonde hair falling over them. A shadow blocked the light and he peered up at her.

Gwen nodded with a grin at the mask. "Looking great, Peter. Ah, this is so cool!" she cheered, turning and looking at the spread out suit on the floor. The suit legs still needed to be sewn up, along with the boots. The rubber webbing pattern was already laid out across the suit and Gwen had begun to glue it onto the Spandex.

"Whoa. The-There I am sat with a mask, a-an-and you've nearly done the whole suit!" Peter chuckled as he stood up off the bed, gently setting the mask down on the mattress. She turned and held her hands behind her back, head held high.

"Well I mean, it was pretty straight forward. You'd already done your measurements. All I had to do was...you know...make it." she grinned as Peter chuckled, rubbing his chin.

"You are incredible, you know that right?" he smiled as he scooped her up in his arms, earning a yelp of surprise from her.

"So...do I get a suit?" she grinned down at him. He chuckled and looked up at her, the light above her head illuminating her golden blonde halo.

"Well...you _are_ my Bug girl...so...maybe." he gave a lop sided grin. She chuckled and ran her hands along his chiselled cheeks. "But you have to use it for the greater good." he smiled. She huffed playfully and rolled her eyes.

"Aww, what? Greater Good? B-But I wanted to be Gwendolyn Stacy, evil ruler of all! Mwah-hah-hah!" she evilly cackled, throwing her head back. He laughed and struggled to keep his arms locked around her knees, still holding her up.

"See, rule number one: Cannot use your real name!" he cackled. Gwen pouted and furrowed her eyebrows in thought. The adorable expression earned a grin from Peter.

"Ooh, my name will be: Maxine, god of evil...stuff." she shrugged. He laughed and shook his head.

"N-No...no middle names! and "Evil stuff?" Are you even trying?" he grinned mischievously. She flicked the hair out of her eyes and shrugged.

"No...Not really. We'll be Bug team, yeah?" she smiled. He nodded enthusiastically, Gwen leaning down and meeting his lips. Somehow, the fervour in their kiss began to grow and grow, along with the aching heat in their erogenous regions. He slowly peeled his swollen lips off of hers and made light administrations with his brushing lips, against her cheek.

"Easy Bug boy, Aunt May'll be home soon." she rested her hands on his shoulders and peered down at him as he cupped the backs of her knees, holding her up. Peter shrugged.

"She's not due home till eleven." he pulled her down slightly and kissed hot pecks along her jaw, Gwen humming and shutting her fluttering eyes. He grazed his nose along the smooth creamy skin of her throat, feeling it tighten as she gulped. "It's just you...and me." he mumbled into her neck, lips sucking at her soft skin. His nervous stuttering and ramblings never once made an appearance, Peter seemingly more in control with the added courage of hormonal charge. The scent of her lavender perfume, cocktailed with her own enticing aroma made his knees tremble. This was _Gwen Stacy_ he was kissing this way! This girl loved him! Repeating those words through his mind never ceased to bring a content grin to his lips.

Her hands ran down his shoulders and onto his bulging biceps, a river of blonde rolling across his shoulders as she sunk her head down and began to kiss at his cheek, sucking the flesh between her lips. His hands slid up her soft thighs to her rear and he gently squeezed, the firm flesh under her skirt moulding around his fingers. She was _so soft_.

"Peter...mmm..." she moaned as his lips pressed against her collarbone, her head lulling back on her woozy neck, skin alight with spots of tingling sensation as his lips left hot wet trails. "...check the time." she grinned. He sighed and stopped his kisses, looking at the clock. A defeated sigh left his lips as he saw it was ten minutes till eleven. He gently let her down and she tugged her skirt back to it's usual hemline. She brushed her fingers through her messy hair and tumbled them over her shoulders. Both their swollen lips turned into nervous grins and Peter's mind slowly began to clear of hormonal hunger, his senses returning along with a blush that heated his cheeks. Apparently his blood was rushing back to his head...

She smiled at him, kissing his cheek. "Don't worry. We...We don't want to rush in to it, right?" she beamed. He nodded slowly and wet his dry lips. Gwen chuckled and took his calloused hands in her pale soft ones. "I'd rather our umm...our first time be...special, you know?" she inclined her head at him, eyes squinted slightly to relay how she felt. He nodded with a fast pace and muttered a 'Yeah' repeatedly, setting a rhythm with his gulps and swallows. "...not a quicky before your Aunt gets home." She grinned as a weak cackle left his throat.

"S-Sorry...I umm..." He huffed heavily and struggled to string together a sentence with his stuttering ramblings. "It was...it was too much, again." he ran a hand through his hair and avoided her eyes in embarrassment. He cursed under his breath at the stupid lust brought on by Teenage Hormones. Gwen chuckled and recaptured his hands, holding them tightly and bouncing them. "I-I-I didn't mean to...I got carried awa-Gwen, I'm sorry..." he dropped his head.

"Don't apologise Peter, not for that." she slowly gulped and lifted her chin towards him, seemingly trying to look calm, collected and in control, when it was quite the opposite as a shaky breath wobbled up her throat. "Just...I'm just...urgh, I'm nervous is all, you-umm-you understand, right?" she peered up through her fringe at him. His eyes bolstered wide and he looked into hers.

"Yeah, yeah, I-I do, I do, I-I understand completely." He nodded and whispered as he burned his eyes into her palms. She smiled weakly and looked up at him as he did. "I'd be...I'd be lying if I said I wasn't nervous too." he gingerly grinned. "I wasn't thinking straight. You...You just make me feel so..." he gesticulated with his hands, brushing his finger tips up his jaw and exploding them out before him, in an attempt to pluck words out of thin air. Gwen smiled a Cat-who-ate-the-Canary grin, crossing her arms.

"Oh yeah? I make you _feel_? Any more to that compliment, Bug boy?" she grinned at him. He shrugged and looked into her eyes bashfully.

"At peace." he mumbled. she smiled softly and uncrossed her arms, stepping closer to him, deeming it safe to touch one another after some time to let their body's heat fluctuate to acceptable levels. Gwen slid into his arms and wrapped hers around his broad back, burying her left cheek into the dip between his pectorals. He softly massaged her back and soon their hormones were back on a leash. He rested his chin on her hair and smoothed a hand down her arm, the other on her back.

"Come on, I'll take you home, yeah? W-We can finish...all of..." He waved a hand up from her hip and gestured to the room full of red and blue fabrics, Gwen's eyes following from his comfortable chest. "..._this,_ tomorrow." He gently hummed into her hair. She nodded and cooed as she hugged him tighter, both of them stood gently swaying in the room.

"Five more minutes of this...Please?" she muffled into his chest. He chuckled into her blonde locks and hugged her into his chest, taking a deep inhale of her wonderful fragrance. Shampoo, lilac, lavender and something that was entirely Gwen. He kissed her scalp and tilted his head, pressing his cheek into her hair. They both closed their eyes and gently swayed too and fro, a sea of red and blue fabric lapping around their feet. Gwen hummed a content smile and buried her face deeper into his chest, feeling the soft cotton of his Hoodie smooth over her cheek.

Peter smiled and wearily opened his eyes. He gently grasped Gwen's upper arms and pulled her up out of the embrace. An unhappy pout sat on her lips and her big baby eyes made him melt like warm butter as she looked up at him. He grinned and brushed a lock out of her eyes.

"Hey..." His thumb trickled down her cheek, Gwen's skin riveted with sensation as the tiny Spider hairs on his skin bristled her cheek. His thumb tip landed on her pouting bottom lip. "Keep pouting like that, you'll trip over that lip." he gave a lop sided grin and Gwen's pout turned firm under his thumb as she formed a small smile. Her hands came up to gently cradle his and his thumb fell from her lip.

"I love you." she gleamed. He smiled happily and a content glimmer tinted his now glassy eyes. This wonderful woman told him she loved him. He'd heard it before, but something about this moment solidified it like cold stone.

"I-I love you too, Gwen. God, I do." and with that, he captured her lips between his and she slid her arms behind his neck's nape, brushing her fingers through his hair. His hands rose to cup her cheeks. A warmth flooded their stomachs and knotted them, over and over again. It tugged on their heart's veins and slammed their nervous system with thousands of fiery sensations, all alight with kindling passion.

She peeled off and panted for air. "So..."

"So..." Peter grinned.

"You gonna take me home sometime tonight?" She grinned as her eyes reopened to meet his doe brown irises. He sniffed a laugh through his nostrils and nodded sharply. He walked back to his bed and picked up her bag, offering it to her. She slung it over her shoulder and he picked up the now dry glued and completed Spiderman mask. He held the tough resilient fabric in his palm and looked over the fine webbing pattern and the large white eyes. He smiled proudly.

"_That_, is the face of Spiderman." she commented. He nodded and gently tucked it into his pocket.

"Yeah-Yeah. Come on, let's get you home." he smiled, wrapping an arm around her waist and walking to his window. She pressed a palm to his chest and wrapped the other around his back tightly. She buried her face in his neck, and felt the sudden sensation of zero gravity, her stomach flipping over and her heart thumping faster and faster. The lick of cold air hit her skin and she slowly and cautiously opened her eyes, vertigo claiming her churning stomach. Seeing the ground bob up and down from beneath, the swishing of webs and the sudden burst of cold winds as they sweep faster downwards and swing back up again. The sky of patchy cloud revealed huge vibrant stars and a lunar moon of intense white.

She smiled and pressed closer into his side, hugging tightly to avoid dropping to the ground below. Her hair billowed behind her in a veil of blonde, and her eyes squinted as the cold air dried her scleras instantly. Peter hugged her tighter with his left arm and his right one lifted up over his head, a web exploding with a puff of _CO2_ from his launcher. It latched to a night lit skyscraper and they fell towards the ground, only for gravity's grip to loosen as the taught cable dragged them back up into the air.

Gwen grinned at the feeling of her somersaulting stomach. She loved these moments; The way her body experiences different velocities and rates of intense G-Force that could only be replicated on a roller coaster or from jumping out of a plane. Then again, this was how she felt when she was around Peter: A constant roller coaster, yet one hell of a fun experience that left her woozy and content by the end.

She felt her legs grow heavier as hot blood pooled in her tingling toes, then flooding back up into her head as he swung them back to a safe height. She peered across the bouncing view of New York city, hundreds of headlights racing through the white streets. Snow filled the air and patted against her warm skin, petals of snow fluttering in the night time breeze.

"Peter. This is...It's just so, amazing!" she giggled like a little girl, whooping as they swung up and over a lamp post, Peter's feet pressing against the metal pole and exerting a thrust from his calves to boost them up higher. She cackled and delved her head into the side of his neck. He grinned and continued to fire Biocables from his right wrist.

_Fwipt! Fwipt! Fwipt!_

The mechanical whine of the churning device and the puff of gas that launched the cable made a melody of calming rhythms. Gwen laughed gently as she enjoyed the overpowering sensation that flying high above New York City gave her. The stomach knotting drop that came at the end of every cable, and the relieving swing back skywards as a new cable took them onwards.

He looked down at her as she snuggled into his chest, her legs coiling around his. He couldn't help the content grin that crossed his features. "Gwen, You are the most amazing person I have ever me-

Suddenly a roar of jet engines barrelled by them in a flash of green, and both their faces took a shocked look of dreadful fear as the cable that supported them snapped. A stomach lifting change in gravity meant life and death as they both fell from the skyline, Gwen falling out of his arms. A cackle filled the air, but Peter was too fixed on Gwen's yelp of horror and the look of pained fear as she hurtled towards the ground, out of his reach. Her hair was tussled around her face and her lips were stretched into a terrified gasp.

Peter's heart slammed against his ribcage, and he ignored the fact that his own fall was impending towards the tarmac. Time seemed to slow as his Spider senses set fire to his brain stem, a brilliant flash of electrodes flooding his mind. He wanted to cry, he wanted to scream her name, he wanted nothing more than to save her, but she was too far out of reach. His heart felt as if it had broke free of the restraining shackles of veins, attempting to climb up his throat, hammering into his mouth.

Peter fired two webs to the flag pole that jutted from the side of a scraper, and he pulled hard on the tethers, swooping passed it and hurtling faster in a pencil dive. He quickly outstretched his wrist and launched a Biocable towards the love of his life, his only hope at a future. Gwen's back faced the ground and she could only watched as floor after floor raced by her vision. She whimpered and closed her eyes, impending the ground's sudden violent arrival, and a quick flash to blackness: Death.

Her eyes burst open as she felt a web latched to her leg and pull her up. She experience all the blood rushing to her head and a painful tug on her knee joint. Suddenly she was enveloped in Peter's arms and he quickly raised a hand to catch the last Flagpole before the ground, his shoulder popping loudly as they suddenly stopped with a bounce, the pole birthing from the skyscraper wall bending and flexing under their sudden weight.

Gwen yelped in shock and her lips contorted into a terrified gasp, her frantic eyes flitting from the ground below to the man who saved her. Glassy layers of salty tears enveloped her vision and she hugged him tightly. He panted into her neck and kept his only available arm coiled around her.

"Are...Are you...Jesus, Are you okay?" he managed to pant out into her neck. Gwen sniffled and shook her head, whimpering into his shoulder. He huffed a terrified throat clear and lifted his head. "I'm sorry, I'm sorry, I'm sorry!" he cried out, head shaking frantically, his straining shoulder cracking as the pole warped.

"P-Peter...We need to-Look out!" She interrupted her own cries as she pointed over his shoulder, Peter's head turning to see the Glider of green light racing around the side of a building, a cackle rumbling through the air.

"Gwen, in my pocket. T-T-The mask, put it on me." He ordered with a gulp. Gwen fumbled with her hands to squeeze in the gap between their bodies and shimmy it into his pocket. Slowly she pulled out the mask and donned it over his head, tugging on it so the huge white eyes lined up into the right part of his vision. He quickly swung his arm off the pole, legs outstretched and swooping forward to give any kind of momentum. He sharply lifted the free wrist, firing a frantic web to the side of the tower, swinging around the side of it, into a tight alleyway.

The only Spiderman uniform he donned was the mask, the rest of his ensemble being black jeans and a greyish Hoodie. He swooped and swirled through the air, keeping Gwen hugged tightly to his chest as they veered into the narrow slit of brick walls, corkscrewing through the thin slit between washing lines. Gwen's vision was a blur of floor, sky, walls, floor, sky, walls as Peter frantically swung and dipped through the tight alley, ducking around sharp, rusty, fire escapes and ladders, barely enough width in the alleyway to park a lengthways car.

Gwen hugged into him as tight as she could and watched over his shoulder as the Glider blared around the corner, a green hue dousing the brick walls. A cackle roared out and sparks trailed along the tight walls as the huge Glider's wingspan scraped through the gap. Her eyes widened and her green irises seemed to glow brighter with the Goblin's reflection.

"Peter, he's gaining!" she cried out as the terrified Spiderman swooped upwards around a fire escape, swirling through the air and hugging her tighter, using his body to shield her from any protruding sharp metal ladders or balconies. She slammed her eyes shut as the sensation of free-fall and sudden swinging made her nauseous. Her heart was hammering in her throat and she wanted nothing more than for this horror ride to end.

Peter lifted his wrist and shot a web to the underside plating of a Fire escape, just managing to vault upwards and around it, sucking in a breath and holding Gwen tight to fit between the opposite wall and the protruding black balcony. He finally shimmied around it with a burst of energy and a tug on the cable, exiting the tight canyon of brick and metal, the wide view of New York filling his vision. Gwen opened her eyes with relief to see them out of the tight valley of huge walls.

She sucked in a breath as she watched over Peter's shoulder as the Glider turned sideways to fit around the fire escape, the Goblin leaping up off the Glider and over the fire escape, landing atop the huge Gothic board on the other side. Gwen couldn't delay the fearful yelp in her throat any longer, burying her face into his Hoodie. Peter gritted his teeth beneath the mask and his wide white fabric lenses widened as he saw the Chrysler Building's taller bravado blocking his path. He quickly jutted his wrist to the side and shot a web up to the lip of a smaller brick apartment block. He sent all his weight to his shoulders, lightening his legs as he pointed his feet up and used them to pull up at the sky, releasing the cable as he vaulted upwards.

Gwen shouted in surprise at the sudden shift in G-force, hugging him tight. "Ah, crap!" she cursed. As they vaulted up over the roof, she just caught a glimpse of the green hue Glider rumbling upwards in pursuit.

"Gwen, drop and roll!" Peter ordered as he swung as low to the rooftop as he could. She nodded and hesitated a few times, finally plucking up the curdling nerve to let go of him and roll across the gravel rooftop, hands on her head to shield the vital organ within.

Now both Peter's arms were free, and he was furious beyond all belief. That was the second Stacy member the Goblin had attacked, and this time, it was the love of his life. _Nobody threatens Gwen._

Peter let go of his shortening cable and corkscrewed between two cooling units. He quickly flipped over in the air, shot two webs to each unit and let gravity continue to pull him back, filling the cables with groaning tension. Finally he began to slow and sag, feeling the tension in the cables pull him back the other way. He held his feet out in front of him, all his weight pooled into the heels of his trainers.

Suddenly the huge Gothic Glider wailed over the lip of the roof and over Gwen. She shuffled back across the gravel, shoes kicking at the ocean of shifting pebbles. The Goblin grinned at her, only for his head to snap up at the inbound sound.

"Incoming!" Peter roared, letting the taught cables slingshot him feet first into the Goblin's chest, knocking his feet out from under him and subsequently his Glider. Both of them became a tangled heap of flaying limbs and ravaging punches. They skidded across the rooftop, both cracking the ground as their superhuman torsos smashed into the gravel.

Gwen shielded her face as the out of control Glider spun wildly above her, the green barrage of thruster heat roaring over her body. She flitted her eyes open as the Glider crashed into the roof and skidded across the gravel, sliding to a stop beside the fire doors. She caught her breath and gulped over her hammering heart, eyes still set on the now crash landed Glider.

Meanwhile the Goblin kicked Peter's chest with his huge metal boots and rolled over, getting to his feet. Peter quickly pressed his palms over his head and vaulted his legs up, landing atop his feet. The Goblin cackled. "Ha! Loving the look, Spider!" he commented on the red mask and civilian clothes. Peter shot a web to the Goblin's shoulder and reeled the web in, pulling himself up into the air and using that momentum to pile a fist into Norman's cheek.

Norman staggered only merely and Peter quickly rolled through the air to avoid the swinging wrist of huge muscle and dark green armour. Peter perched atop the Goblin's back and lifted a fist, ready to drop the tensed ball of fingers into his skull. Norman grinned and reached a hand up, grasping Peter's hood and pulling him off, slamming him into the ground, knocking all the air out of his now sealed lungs.

"I'll take your soul, Spiderman!" Goblin roared. Peter's diaphragm begged for air as he groaned and wheezed, his lungs finally opening and sucking in cold air through the mask. His white lenses widened in shock as the Goblin lifted both his huge armored fists above his prey. Peter shot a web out to the right and pulled on it, sliding his body along the gravel in a spray of small stones.

Quickly Peter got up and slammed a fist into Norman's reeling head. "You ain't got a soul, Gobby!"

"That is why I have no fear!" He cackled, grabbing Peter's trapezium and tightening his grip till the muscle felt like minced meat. Peter groaned as he was lifted into the air by his shoulder. Norman slammed a fist into Peter's chest and watched his body bend and contort up around the fist, legs brought up to the wound zone. Peter slowly raised a fist and smashed it into Norman's grotesque face.

Norman cackled into the punch and quickly reeled his own fist back, ramming it into the new mask of Spiderman, knocking Peter on his back with a crack. Peter's back slid across the gravel till he stopped at Gwen's heels. He peered up at her and she was focused on the Goblin. Her eyes were steely, yet her quivering lip and eyebrows said otherwise.

"Out of the way Girl, I've got a Spider to kill. Nobody is stopping me from finishing those Benefactors this time." The Goblin slowly paced across the roof towards them, gravel turning to powder beneath his heavy boots. The entire suit weighed more than Gwen and Peter combined. Gwen stepped in front of Peter, her legs trembling in fear - and cold. "Lucky I found you swinging around when I did. Can't have you crashing the party this time. Now, step aside Blondie!"

"N-No." she managed to breath. The Goblin cackled at her and Peter tried to climb to his weary feet behind her.

"J-Just go..." He heaved, hand cupping his side as his back hunched over. Gwen shook her head and kept her eyes fixed on Norman. Her hair billowed in the wind and her eyes were wide with a mix of adrenaline and pure fear. Her lips were parted into an oval, ragged breaths hissing between the two pillows of red.

"Fair enough. Guess I have to kill you too." Norman tusked, shaking his head. Gwen stepped back slightly, back brushing Peter's arched spine as he tried to get up. His mask eyed her back and he noticed Gwen had something behind her back. Peter raised an eyebrow and tried to snap his back to a straight line. "It's a real shame..." Norman's huge torso bulked before her, green Oscorp armour darkened in the night. His hand came up to grab her neck, a toothpick between his huge armored fingers.

His grin widened as he grasped her throat. The disfigured man's monstrous Goblinesque face was hidden in shadows and lumpy scar tissue. Who ever he was, it was unrecognisable. Gwen choked as her feet left the gravel, lifting higher as his metal plated arm bulged. She started to see stars as a fizzing static like blur narrowed across her vision, hands grasping at his gauntlet, a metallic click sounded under her palm. She was close to passing out. "You are a pretty young thing, my dear." and with that he threw her aside like a toy, Gwen skidding along the gravel.

"Gwen!" Peter grimaced as he tried to punch Norman. The huge Green Goblin simply caught Peter's fist in his palm, crushing his knuckles. "Impressive!" he chortled. He threw Peter's hand aside and slammed his boot into his chest, knocking Peter down to his knees again. Gwen gasped for air to fill her deflated lungs and she sat up, looking in her hand. She still had it.

The Goblin tusked as he paced. "Tssk, Tssk, Tssk. It's a shame..." He shook his head and lifted his right arm, the huge wrist gauntlet mechanically whirring as a long silver blade extended with a hum. He held the blade up over his head the shiny sword glimmering in the lunar glow. Peter looked up and new found steely determination filled his heart, adrenaline flooding his body. "With powers like yours, hell, you would have made a fine villain!" The Goblin swung the blade down and Gwen's breath hitched as she watched from the outskirts. A loud bang hummed and the sword became motionless.

The Goblin's eyes widened as his Biceps strained to stab. Peter's palms had sandwiched the blade, holding it away from his neck. "I...Argh...chose...my path!" Peter roared as he stood on his trembling knees. He threw the blade to the side and watched the shocked Goblin stagger. He quickly webbed the shoulder pouldron and pulled himself towards the Goblin, ramming a fist into his pointed nose.

The Goblin fell back with a stagger, the blade retracting into his gauntlet. He stood up at full height and flared his black gums. "Missing something?" Gwen coughed from the side. The Goblin turned and widened his eyes upon seeing the device in her palm: The Glider control mechanism. He quickly looked to his gauntlet and saw it missing. He scoffed and shook his head, a low cackle rumbling up his throat, turning into a full on laugh. Gwen attached her phone to the device and it hummed green, the battery of her phone powering it.

"Very good." He applauded as Gwen pressed the button, the Glider lifting off and ramming into Norman, sending them both hurtling off the rooftop. He grabbed the wings and vaulted himself up and over the Glider, landing atop it. A cackle filled the air and he stood atop the hovering Glider, a green glow illuminating him. Peter stood beside Gwen as she got up on shaky knees. "But maybe next time!" he laughed. Gwen looked at the device in her hand as it short circuited and popped with sparks, rendering it useless. She dropped the spark spitting device with a grimace and sucked the wound on her thumb.

"Ah!..." She pulled her bleeding thumb from her lips. "He's locked me out, I can't control it." she huffed, picking up her phone, watching the Goblin fly off towards the Trinity Church. Peter sighed and quickly removed his mask, sweat dribbling down his forehead, cocktailing with the blood. He ran a hand through his hair and watched the Green Goblin hurtle away. He quickly turned and enveloped her in his arms.

"Are you okay? I-I'm so so sorry you got involved with that!" he whispered as he hugged her tightly. She hugged him back and he whispered into her ear. "Gwen...I'm so sorry...I-I should have listened..."

"I know, I know. But I'm fine, okay?" she reeled back, looking down at herself. "See?" she gulped. She didn't quite believe it. Her body was still numb from the almost death she felt from falling earlier, her throat was sore and a large purple bruise was stretching down her neck. Yeah, she didn't believe her own words at all. But if she told Peter that, he'd react the only way she was able to hypothesize: He'd panic and get distracted from fighting the Goblin, possibly getting seriously injured, or he'd push himself out of her life again to "Protect her."

"You can't keep getting hurt because of me." he whispered, eyeing her shoes. He looked back up and his trembling mouth struggled to string together the array of stuttering words. "Y-You _can't.._."

Gwen stepped forward daintily and she took his hands. He looked around her, tracing a border with his vision around her body, trying to avoid her stare of devotion. She tugged his hands and forced his eyes to jerk onto hers. She latched her green irises onto his brown ones. "Now you look at me, and you listen." she ordered, her husky voice steely, even if it came with a few shaky breaths.

"G-Gwen, I-"

"No, you will _shut up_, and listen to me, okay?!" she burred her eyes into his, scorching his scleras with her sharp stare. "This is _my_ choice, understand?" she lowered her craning neck to catch his slowly descending eyes of guilt. her blonde hair bellowed across her face, sticking to her wet lips. "_My_ choice, okay? Nobody makes my choices for me!" she snagged his hands and made his eyes lift to meet hers again.

Slowly she huffed and softened her hardened gaze. "My choice." she nodded to herself, her neck bobbing with a strained gulp. He couldn't help but fixate on her bruises. "No more running off as soon as I get into danger, N-No more of this damn promise my Father made you make." She dropped her head with a groan and slowly collected her nerves, lifting her chin and jutting it out, bravely. "I-I-I know it's a horrible...horrible thing to say, but Peter...h-h-he...he's gone...but you're here. And honestly, when you aren't here, when you keep that..._stupid_ promise..." She hissed. He nodded sharply and licked his dry lips.

"Gwen..."

"It just hurt so much, that-that you would do that-

"Gwen."

"And you can't do it again, not again, cos I-I can't keep going through that!"

"Gwen!"

"No, you are gonna listen to _me_, for once!" she snapped. He shut her up by crushing his lips to hers, a wave of crashing ecstasy lapping across her senses, all in the matter of a second. She shut her eyes and kissed him back after the initial shock waved off of her. He peeled back and looked at her.

"I am not going anywhere, okay? B-But..." he shook his head. Gwen huffed and slowly nodded, wetting her swollen lips. "...I won't risk it. Th-That's not me keeping your Dad's promise. Its me looking after the one thing I can't live without..."

She smiled a hum as he looked into her eyes. "Th-That's you by-by the way." He nervously grinned. She nodded quickly and kissed him again.

"I'm still gonna help you as much as I can..." she said matter of factly. Peter huffed, his words obviously falling on deaf ears. "But!" she cut him off just as his mouth jutted open. "But...you're right. This guy is too strong, and I-I don't wait to get caught in between. N-Not for my own life...but for yours."

Peter raised an eyebrow. "Peter, if I'm there during a fight, you won't be able to concentrate, and you could get hurt or worse. No...I think...I think I'll leave the fighting to Spiderman." she grinned weakly. He huffed and nodded. "You're the brawn..."

"You're the brains. I got it- I got it." he smiled, kissing her one last time. The Goblin was still on the loose, and Spiderman had to stop him. "You come up with anything?" he looked down to the broken device. Gwen slid out of his arms and shook her head, fingers pressed to her aching forehead.

"No...I've never seen anything like it. It looks like one of the computing devices we use at Oscorp...but that can't be right...right?" she raised her furrowed eyebrows. He shrugged, puffing air through his lips. "I'll figure something out...see if we can find a weakness in his armour, huh?" she nodded. He smiled and nodded back, mimicking her. Slowly the reality of the moment came back to his mind, and Peter huffed.

"Gwen...I-I-I gotta go." he shook his head and let his gleaming brown eyes burr into hers. She gulped and nodded. He slowly stepped towards her, capturing her hands. "I gotta go. I gotta stop him...now." he vowed. She nodded, more to herself than him.

"To think that...less than five minutes ago, we were in your room." she rolled her eyes, a strained chuckle aching her throat. His fingers traced her neck and he grimaced, a heavy burden of guilt lathing him. "Yeah-Yeah, I'll umm...take _this_ home..." she picked up the broken device and waved it in the air "See what I can get from it. Go get em, Bug boy...just...be careful, _please_?" she begged, all her emotion poured into the word. He nodded and kissed her nose. Slowly he parted, feeling her fingers slip out of his. He managed to pull away from her baby sweet eyes and stomp over to the edge of the building, pulling his mask out of his Hoodie's pocket.

"And Peter?" she called as he stepped onto the lip of the building. He looked over his shoulder. "Kick his ass. For me." she snarled, her hair billowing in the wind. He nodded and pulled the mask over his face, lifting his Hoodie sleeve and firing a web towards the towering Chrysler Building. He leaped off the tower and swung off around the side of the illuminated Chrysler monolith.

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**Author's Notes: Here you go guys, hoped you like. Next one will be a good chapter too (I hope!) Love all your kind words! Makes me really enjoy writing this, you know? Love ya! - Dave**


	13. Shampoo and Chocolate?

**Author's Notes: Hey everyone, new chapter! Pretty epic one in my opinion. It's got fluff and sadness and action...huh...it's a mini film all rolled into one chapter. Anyway, enjoy, and let me know what you think! - Dave**

* * *

**Chapter Thirteen: Shampoo and Chocolate? **

**...**

_Peter panted heavily as wet tracks stained his cheeks, cocktailing with the blood oozing from his torn chin. He carried the lifeless blonde in his arms, her veil of usually vibrant gold hair, now a heavy blood matted mess, swinging from her stone cold face. Her closed eyes hid the usually vibrant green irises and his tears simple poured heavier. His Hoodie was ripped down the side, claw marks gouging down his ribs, having plucked and scraped along every bone. He gagged over the tears and dreadful cries of constant 'No, please god no!' _

_Peter's mask hung lazily out the side of his pocket as he barrelled into the Hospital, the smell of antiseptic mixing with the sounds of coughs and cries from the waiting room. The vibrant white lobby was bustling with injured and ill, the green scrubs clad Nurses and Doctors mingling amongst them. Peter managed to push through. _

_"I need some help! Please help!" Peter cried out as loud as he could, all the patients and nurses stepping aside and falling deathly silent as they gasped and gaped at him and the girl in his arms. Nurses ran over and took Gwen out of his arms, despite his unbreakable bonding urge to hold onto her for dear life. He finally released her and they took the soft creamy skinned girl. He watched through the blurry tear glass that coated his eyes as they took her onto a nearby stretcher. "Please help her..." he mumbled through his quaking lips and gasps. _

_He could no longer see Gwen as they carted her off, only one last peek at her golden hair as she vanished amongst the crowd of scrubs. He finally caved and collapsed from blood loss and dehydration, trying to get up on his fleshy legs, as if no bones were present in his ankles. People crowed around and tried to help him up, many gasping voices murmuring 'This Kid is Spiderman!' and 'He's no older than my son'_

_After hours of waiting in a seat, his knees bouncing in horrible pent up stress, he peered up at the Doctor, who knelt down and gulped, resting a hand on his thigh. Peter's lip trembled and his eyes squinted to hold back the flood of tears, head shaking violently. "No, no, no, please god no! GWEN!" he cried out, getting to his feet and running down the hall, away from the Doctor. _

_Every person he ran passed had a smirk on their face and he soon barrelled into her room, the woman on the bed hooked up to IV's and a constant wailing beep crying from the heart monitor, a thin straight line of green moving across the screen. Her hair was sprawled out across the red soaked pillow and her face was calm and peaceful, yet pale and unrecognisable as his vibrant Gwen. Peter staggered back as the huge form of the Green Goblin stood over her bed, smirking over his green armor plated shoulder at Peter._

_You wanted to be the hero? Now you've paid the price!" the Goblin roared_, snapping Peter back to present as a car horn wailed, his eyes squinting to stop the blaring bright headlights. As the realisation of his horrible daydream hit him, he quickly swung up on the low cable and up over the bus, narrowly avoiding being a squashed bug on a wind-shield.

The quick swing upwards however resulted in a collision with a traffic light, the huge block of black metal clattering against his head and knocking the Spiderman mask wearing teen out of the sky and thudding into the tarmac with a groan, his bones aching all over. The cable supported box of lights bounced above the stilled traffic as a red lamp flickered on.

Peter shook his head and pressed his palms into the cold ground, pushing himself up into a knelt position. He lulled his head back and watched the green hue of Goblin race off over the skyscrapers. Peter groaned and clambered to his weary feet, his mind still plagued with horrible flashes of Gwen falling. The horror struck look on her usually cheerful face. Her hair cradling her face as gravity coiled around her torso and pulled her downwards, an outstretched hand reaching for him like life itself, which he was at that point. Her trembling lips and tear filled eyes. But the part that will always haunt him and replay over and over in his mind was the way as she neared the ground, towers racing by them like vertical train carriages, she closed her eyes, and accepted her death...

Peter shook his head and blinked away his bleary eyes beneath the mask. He shot a web up from his Hoodie wrist and swung up into the sky, feet outstretched to vault himself up higher and faster. His upset expression changed to pure rage and hatred. Peter was glad he hadn't had his first kill be his Uncle's Murderer, because now that slot was available. The Goblin will be the first man Spiderman kills...

...

The First Trinity Church, stood tall amongst the modern skyline of Manhattan. Gothic arches and spires rise and sink into the frame of Lime render and hunched Corninesses. Huge skeletal shadows loom and waver across the brick building as nearby winter trees sway their leafless branches in the bitter breeze. The tall spire of swirling bricks and mortar seemed out of place against the backdrop of tall identical skyscrapers. Those same bland towers of metal and concrete with thousands of window rows lacked the same heart and history that came with the Gothic sand coloured structure of the Trinity Church.

Patches of deep green border around the base of the Church grounds, home to several rows of concrete epitaphs, blotches of white snow freckling the landscape. With the five century old structure being stood amongst the much younger appeasing urban jungle, it almost seemed impossible to comprehend that this was still a place of beating hearts and mixed emotions, sunken into the deep confines of the very brickwork. A place that can venue Weddings and Baptisms, events that mark the start of something wonderful and life affirming, can also be the place where many upset onlookers and family goers can say goodbye to their dearest departed.

Francis Dalais, a man whose smiling face was currently clad in a bordered photo frame atop a wreath of blood red roses. Tears cascade down faces and sniffles and wails fill the huge open room of row upon row of Pews. A tall ceiling of curved wooden beams and bows carry the echoes and roll them around the Church, hauntingly carrying the cries of upset back into the reverberating eardrums of all the onlookers.

Black clads and clings to all of the family members, and the close friends of the other Benefactors. The miserable colour bites into the emotions and tears away chunk after chunk of raw upset as the family look up at the coffin and the photo through water logged eyes. Julia Dalais, the man's caring and devoted wife sits at the front row with his son Daniel Dalais, a young man of early twenties. Julia's usual chestnut brown hair is darkened with chronic depression and upset, tied up into a bun as her faint wrinkles crease and curve as her mouth quivers into another tearful gasp. Her son comforts her, his eyes wet with salty tears. His brown hair is slick back and a trimmed goatee squares around his firmly pressed mouth.

The Funeral Minister sighs heavily and rubs at his tight white and black collar, his aged and creased neck of excess skin sagging over the collar slightly. "It is...a solemn loss, to see such a kind hearted man joining our beloved God oh so early in life. Francis was a generous, wonderful, kindred spirit of a man, a man I wish I knew. Julia, I think now..would be a wonderful time for you to step up...and start the sharing of this man's well cherished life." The ministers smiled softly at her. "If you are capable. If it's too much, we can-

"No..." she gasped and sniffed, a tissue being wiped under her eyes as she straightened her tall and proud physique. "N-No, I will say goodbye to the love of my life." she only just managed to say over the quivers and shakes in her cracking vocals. Her son smiled warmly and rubbed her back, egging her on and giving her all the support only a son can. She took his hand and gave it a squeeze, accompanied by a thankful smile. Slowly she rose to her feet and looked around the room as all the Pews light up with supportive smiles, the black of their clothing seemingly lightening up as a beam of lunar glow edged in through the huge coloured glass.

She slowly stepped down the front of the Church and cautiously up the three steps to stand beside the minister. A shaky inhale and exhale quivered out of her tired mouth and a weak curl of her lips greeted the Minister, who smiled back, stepping over to the side.

The other Benefactors, Heather Langhorne, Richard Evans and even Colonel James Rhodes sat at the back Pew, watching as Julia took centre stage beside the long ivory weaved coffin. They sat in silence, watching one of their closest friends being laid to rest. A cold chill hit their spines and they quivered through the goosebumps inducing shiver. Heather brushed a black lock out of her eyes and leaned over to Richard. His bald head tilted slightly to hear.

"Do we know who killed him?" she asked ever so quietly. Richard shook his head with a bob of his Adam's apple.

"No...No we don't."

"Hey..." Rhodes looked at them both. "Show some respect. This isn't a conversation to have at his funeral." He sighed, smoothing a hand over his medal coated pectoral, the creases in the Dress Blues uniform ironing out beneath his black palm. Both Heather and Richard dropped their heads in a quick slap of guilt. Julia cleared her throat and steadied herself atop the front of the Church, a hand pressed to her Husband's coffin. She broke into new tears and her son slowly got up, walking up and standing beside her, moral support emitting from the brave man. She clutched his hand and smiled weakly despite the wet tracks on her wrinkled cheeks. She took a wobbly breath that made her throat constrict and tighten.

"M-My H-H-Husband was a wonder-wonderfully k-kind heart...hearted man." she managed to breath out. Her son stood tall beside her, the same bravado that Francis once held being prominent in his stance. A carbon copy of his father. Daniel's eyes wondered across the Pew rows of sniffing and upset family members, and couldn't help the tears that dribbled across his jaw. Julia took another deep inhale and looked at the photo frame atop the roses, smiling weakly at the man in the frame.

"He was my love. Always will be. We'll live for you Francis my sweet. Daniel will make you proud as always. I know that the road will be hard...with...without you." she sniffed and swallowed a tearful gasp. "But I know that with you watching over us...We'll survive...for you." she gasped and cried. Daniel hugged her tight and a small round of applause sounded from the audience.

...

The Goblin's Glider roared low across Manhattan, the white hot burn of the green glowing thrusters melting the rooftops of the Taxi cabs below. Norman snarled and flared his teeth as he saw the spire of the Trinity Church peaking over the skeletal trees of winter. He narrowed his green glowing eyes and loomed the Glider towards the age old building. He had the Benefactors within his grasp, only the Church's body hiding them within.

The wailing Glider suddenly vanished from under him as a pair of heavy feet slammed into his armor plated diaphragm, knocking him off and into the air, somersaulting through the cold biting atmosphere. His torso smashed into the roof of a Taxi cab, blowing the windows out upon the sudden pressure and flattening the roof like thin lead. He skimmed off the car and came to stop embedded in the grill of a Truck, the vehicle slamming to a halt as the cab twisted and swallowed around him, the engine block squashed behind seventy pounds of muscle and heavy armor. Tires burst with an echoing bang and the wind-shield collapsed into a spray of glass shards. The Truck bounced slightly from the sudden velocity charged body that slammed into the grill, wrapping metal around his hull.

The Goblin lifted his head slowly and peered out of the the caved in truck cab, air brakes constantly hissing along with the deflating tires. The driver's unconscious head rested on the steering wheel and a constant blare of truck horn filled the cold night air. People screamed and ran as a Hoodie wearing teen dropped down from a cable before the cab, Spiderman mask in place.

"You know, this is the second time you've really pissed me off." Peter snarled as he pressed his feet against the truck cab, his hands propped up above his head. The starfish position he was in dwarfed the Goblin. "This time, you are not getting away." Peter swore, mask inches from Goblin's grotesque nose. He simply scoffed and cackled, lifting his boots from the metal sink hole around his body and slamming them into Peter's chest, sending him hurtling into the side of a nearby Taxi, the cab swerving and swirling across the icy tarmac, entire front half of the vehicle written off, squashed along with the engine block as Spiderman fell from the cab, landing face down in the snow.

Peter groaned and shook his head, looking up to see the Goblin shake his shoulders free of the metal prison, the destroyed truck cab shuffling and bouncing as Norman stepped out of it. Seventy pounds of Goblin left the vehicle and the shattered suspension breathed a reluctant sigh. He stood before the smashed Taxi cab and smirked as Spiderman staggered to his trainer clad feet.

"You gave it your best shot. But you see, I have a group of Benefactors to kill. Then, I'll be on my way." Norman cackled, turning towards the Church and stomping up it's steps.

Quickly, Peter sat up and shot two cable's from his sleeves, latching to a heavy metal drain cover. He hauled it up and the massive circular dish of iron swung through the air, whirling like a mace club. Finally as enough momentum had pooled in the heavy plate of metal, he let go of the cables and watched the spinning velocity charged cover fly through the air and smash into Norman's spine, a metallic bang echoing as he flew off the steps, crashing against the brick wall as a spray of concrete exploded around his body. The drain cover bounced down the steps and wobbled its way to a halt by Peter's feet.

Norman sat up and groaned, his mechanical spine hissing and groaning, it's dented exterior struggling to straighten. He grit his teeth and got up off his knees, standing up and pressing a button on the back of his right palm.

"I'm tired of these games Spiderman, and I usually love a good game." He stood up and cricked his neck. "One last game, a quiz if you will!" Goblin turned and snarled down at Peter atop the steps, the huge silhouette of the Gothic church dwarfing his posture.

"You see Spiderman, you are pathetically predicable, like a moth to a light. I know you'll throw yourself into my fists time and time again to save a mere few. But think of all the innocents caught in the crossfire!" He roared, outstretched palms gesturing to the destroyed cars and trucks behind them, flames lapping around the crush engine blocks. People's screams filled Peter's ears as he looked around at the destruction that had happened due to their fight.

"Do you really believe that all these injured innocents are worth two snobs who look down there noses at people like you and me? Us, the freaks who are looking to find a way to survive? But them? All they do is take, take, take!" he stepped down the huge concrete blocks, heavy boots stomping. His hands gestured in sharp slaps at the air. "Are they really worth this city? The needs of the many, out way the needs of the few, Spiderman!"

Peter's head dropped slightly, eyes darting in thought beneath his mask. "Everyone's life is important! I don't place a worth on anyone's head, because they are all priceless to me." He stood tall and proud, fists clenched at his side. "I _will_ protect this city from you."

"Wrong answer!" Goblin grinned as a turbine wail crackled across the sky, Peter's Spidey Senses flaring, his skin prickling and his hairs standing on end. He suddenly back flipped as the massive Gothic Glider roared underneath him, two long bladed prongs extended from the Glider's grill.

Peter landed on his feet in the trail of clouding vapour, watching the Goblin leap up several feet and land his boots atop the Glider panels, cackling as he did so. The grass atop the graveyard rippled outwards as the Glider hovered low around the Trinity Church. The skeletal arms of the trees sway and wave at the sky.

"You've lost Spiderman. I _will_ go behind those doors and kill those Benefactors! I _will_ get what I deserve, and I'll kill anyone who gets in my way!" Goblin roared as his Glider turned towards the Church. Peter quickly shot a web onto one of the Trinity Church's spires and leaped up into the air, reeling the long cable in and swinging feet first through the air. He quickly planted both his feet on Norman's chest and tightened his calves, pushing off of him into a back flip, Norman's Glider staggering back through the air, along with Norman himself, his feet still firmly strapped to the board.

Norman cackled and stepped off of the low Glider with a heavy thump. "You lose, Spiderman!" He turned and pressed his palms to the heavy wooden doors.

"Goblin, stop!" And he did, looking over his pouldron covered right shoulder. Peter was perched atop a nearby lamppost, looking down at him. The amber glow of the light bulb below lit up Peter's Hoodie creases and the mask's deep features. "If you go in there, you won't kill them." He swore. The Goblin scoffed and snarled.

"Watch me."

He pushed the heavy doors open and his grin fell from his face. He frantically eyed the empty Church, not a soul inside, the rows of Pews empty and no sign of a Coffin at the front of the Church. The Goblin stepped into the Church, shaking his grotesque head in unbelievable agony.

"No, No, No." He shook his head. He snapped his gaze up as a Biocable _'fwipt!'_ sounded behind him. He turned and looked over his shoulder at Spiderman stood in the doorway. "What..have you...done?!" he roared, echoing through the massive open Church hall, monstrous voice barraging across the building's every surface. Peter shrugged.

"You see Gobby, you made the mistake of telling me you were gonna kill them when you attacked the Festival. I warned the Cops that you would strike again. Luckily, the Cops listened, and they changed his event to yesterday." Peter gulped beneath the mask. The Goblin huffed in defeat and he peered back at the empty Church, eyes darting in deep thought. "They did the event Yesterday, Goblin. A private funeral that you were _not_ going to crash. Their gone, on their way back to their families. You are never gonna hurt them." Peter spoke boldly.

Goblin looked down at the floor and a scoffing grin spread across his features. He shook his gruesome face at the wooden floorboards. A deep inhale through his disfigured nostrils gave way to the smell of hundreds of years of burnt incense and melted wax candles, oak wood tingeing and tinting the smell with a slight sweet and dank aroma. He cackled weakly and his huge metal plated shoulders bobbed and he threw his head back, staring at the ceiling.

"You did it...Congratulations, Spiderman. You've killed me." he cackled weakly, shaking his head at the sheer nonsense of it all. Spiderman had beaten him, they all had. The Benefactors were gone, and so was his hope of restarting the Extremis program. Norman was going to die. His cackles crippled and he groaned, rolling his shoulders with mechanical whirs. "I warned you what would happen if you continued to interfere. You'd make an enemy of me." He turned and his huge boots stomped, his fists clenched tight. "And now...you've done it. Congratulations Spiderman, you won the match. Now, let's see your prize." His lips snarled and he lunged forward, grabbing Peter's throat and throwing him like a javelin. Peter flew over the Pews and he shot a cable to a nearby stone carved pillar, latching to it and swinging himself around to land atop the high corner of the arch above the Baptism bath.

The Goblin turned and walked into the Church, His Glider flying in behind him, low to the ground. He stopped and stepped up and back, onto the Glider, eyes never leaving Peter's mask. The broken Goblin loomed up higher into the Church air as the Green humming Glider lifted upwards. He was eye level across the room with Peter. "If I must die, so must you."

"you'll have to catch me, Gobby!" Peter shot two webs at the two parallel pillars and let them tighten. He leaned back against the concrete wall and leaped off of it, the tension filled cables slingshotting him towards the Goblin, who wailed the Glider towards him, the sudden blast from the jets blowing Pews over. Peter outstretched his fist and slammed it into the Goblin, both of them tangled in limbs and fists as they fought atop the rotating Glider, rows of Pews far below them.

Norman slammed an elbow into Peter and knocked him off the Glider, falling to the Church floor. He quickly shot a web at the Glider's underside and swung back around the other side, smashing both his velocity charged feet into Norman's turned spine, the force exploding across both their bodies. Peter perched atop the Glider wing and dodged a swinging Goblin fist, swooping through the dank air. "I had it all set up! Then you just had to go and be the hero!"

"What you were doing was wrong Gobby! I had no choice but to stop you. Then you made it personal." Peter snarled, wishing those words hadn't spilled from his mouth as he watched the Goblin's grotesque furrowed eyebrows try to decipher what he meant. Peter took the chance to leap up off the Glider platform and onto Goblin's back, grabbing Norman's extended ears and tugging on them. Norman growled and reached up, grasping Peter's mask and throwing Peter over his shoulder, sending the Hoodie clad boy crashing into the Pew rows below. An explosion of polished wood and debris erupted from the floor as Spiderman disappeared beneath the wooden rubble.

Goblin looked into his fist and saw the Spiderman mask still in his grip. He grinned and looked down from atop his Glider, trying to catch a glimpse at Spiderman's true face. Something quickly swung out of the debris and into the shadows, leaping from pillar to pillar incredibly quickly. "I have your mask!" Goblin cackled in a sing-song as he waved the mask in his grip. Suddenly a shadowy figure leaped off the pillar and onto Norman's back, taking the mask from his grip.

"Thank _you-p_!" Peter hollered, The Goblin peering around to only just see the mask fit back over Peter's head. He flared his blackened gums and sent the Glider into a back flip, the thrusters wailing as the Church interior inverted around them. Peter fell off the Glider and quickly shot a web to one of the nearby pillars, swinging around it as the Glider swooped out of it's back flip and into a pursuit, the Goblin atop leaning forward in an attempt to grab the scruff of Peter's prickling neck. His outstretched claw just missed Peter's hood as he quickly diverted the swing, shooting another cable to an opposite pillar, swooping around the Church. The green glow in the darkened Church illuminated brighter as the low flying Glider blew all the candles out in a trail of ascending darkness.

Peter swung upwards and stuck to one of the large wooden support beams, watching the green glow floating around the Church, darkness growing heavier as the smell of incense and candles grew in his nostrils. He suddenly lost sight of the Glider, his white mask's lenses widening. He hollered to try and coax the Goblin out. "Yo, this is a place of worship!"

"Worship this!" Goblin snarled as his Glider barrelled out of absolute nowhere, blind siding Peter with a punch that hit so hard, it sent the wooden joist exploding in a massive eruption of splintered wood, Peter falling to the ground, dazed and confused. The Goblin leaped off his Glider and landed atop Peter's chest mid fall, both of them slamming into the wooden floor boards, a crater of shattered wood exploding around them as they drove each other along the ground, coming to a stop by the the open Church doors.

Goblin slammed a fist into Peter's head, the Spiderman's skull lulling back against the ravaged wooden panels of the floor. Goblin perched atop Peter's chest, grinning at the weakened Spider embedded in the floor. Peter's head lifted with a groan and he flinched at the sight of the Goblin. He quickly raised his Hoodie sleeved arm to grasp the Goblin's huge gauntlet, keeping his claw away from his masked head. He strained to keep the superhuman strong hand away from his scalp, lactic acid pooling in his biceps. The Goblin grit his teeth as his huge arm quivered in an attempt to grab Spiderman's head, his huge fingers coiling around Peter's head.

"How did I make it Personal, Spider? Was it that boy, oh what did you call him? Oh yes, Simon?" he grinned as Peter's arm grew stronger, obviously revealing the truth that whoever was behind this mask knew that boy. Goblin cackled. "Oh...wait..." he suddenly sobered on a cold splash of realisation. "That girl...the blonde. Did she mean something to you?"

The Spiderman mask lifted and the huge white eyes locked onto Norman's, his arm trembling to hold Goblin's grip away. "What _does_ she mean to you, Spiderman?" The Goblin grit his grinning teeth and growled to try and latch his fingers around Spiderman's head, arms bursting with lactic agony and trembling with adrenaline. Peter's grip strengthened and he roared, pushing Goblin's arm up away from his head. The Goblin cackled at Spiderman's strong reaction to the taunts. His other arm came down on Peter's head but he caught that one two, holding both the huge armored arms above his head, elbows trembling with sheer agony as adrenaline cocktailed with his lactic blood. The Green Goblin stared daggers into Peter's masked eyes. "WHAT DOES SHE MATTER TO YOU, ANYWAY?!"

"EVERYTHING!" Peter roared, his anger getting the better of him, throwing Goblin up into the air and quickly lifting his feet up from the floorboard sink hole, knees brought up to his chest. As the Goblin began to slowly fall back down on top of him, he pushed both feet upwards and crashed them both into the armored chest of Norman, an echoing bang and erupting shock wave blowing all of the huge windows out in an explosion of multicoloured glass. Norman's chest plating shattered as two huge feet indentations cracked through his chest piece, sending him hurtling diagonally upwards, exploding through the wooden joists of the ceiling in a spray of shattered wood. A massive hole blew straight through the wooden lathes and slate tiling roof, lunar light pouring through in a waterfall of trickling white glows.

Peter quickly shot a web to the hole in the ceiling, now driven solely by fury. A second threat to Gwen and he was in a fury filled coma, riding on adrenaline fuelled autopilot. He leaped out of the wooden crater and upwards, reeling on the cable to swing himself through the hole in the ceiling, corkscrewing his body to narrowly avoid the sharp fingers of shattered wood. A few taloned fingers of splintered wood did tear and rip down the side of his Hoodie. As he felt the cold night air cool his burning hot body, he reopened his masked eyes to see the bright crescent slither of lunar rock in the sky. He flipped through the air and shot a web downwards, the moon's crescent body arching around his silhouette in the night sky.

Norman sat up from his crater atop the slate tiled side of the Gothic Trinity Spire, staring up at the Moon to see the shadow blackened body in the sky shoot a web down to his torso and reel on it, velocity super charging his body. Norman grinned and braced as a battle roaring Spiderman slammed into his chest, both of them feeling velocity explode across their body's on impact, the spire's ribs shattering in an explosion of brick and tiles. Both of them smashed through the Spire and exited the other side, a tangled mess of punching fists and kicking legs.

Gravity threw them both down hard on the top of a Taxi cab, squashing the car like thin damp paper. Tires exploded in a massive bang of erupting air and pressure, along with all the windows as the roof caved down on them, no time to bend and warp. Car horns blared and a quake of tremors thumped across the concrete, nearby cabs bouncing from the impact boom.

Peter was atop the Goblin's chest, driving fist after fist into his face. Norman spat green blood to the side, dribbling down the metal creases of the squashed roof. "Is that all you've got?" he grinned with broken teeth. Peter roared in anger and reeled a fist back, only for Norman's boots to collide with his chest, a bang echoing across the city as Peter flew off of his chest and lathed his spine into the side of a bus, the vehicle bending around him, tires screeching across the ground leaving black lines of rubber on the tarmac.

Peter fell from the indentation in the side of the warped bus hull, smashed glass lathering the ground. His body ached and a hot sensation trickled down his side, seeing the red smear of blood within the ripped fabric of his Hoodie. He managed to push himself up to full height on wobbly weak knees. He peered up through the mask at the Goblin, stood atop the crushed Taxi cab, panicked bystanders screaming nearby.

"You don't seem like you're enjoying yourself! Aren't you having fun?" Goblin grinned as blood trickled down his grotesque lip. Peter groaned and stood tall, shrugging his shoulders.

"Umm...no."

Goblin scoffed as he saw Peter step in front of two nearby panicked teenagers, telling them to stay back for their own safety. Red and blue flashing lights painted the nearby walls in vibrant colour as Police cars wailed to a halt at the intersection, setting up a perimeter.

"How can you be so naive? These people would never lay a finger to help you!" The Goblin leaped down off the squashed car, the ground cracking under heel. Peter scoffed and shrugged towards him.

"Well, since they don't have the power to fly, or bend steel with their bare hands, I can't say I blame them!" Spiderman retorted in his usual snarky demeanour. The Goblin sighed heavily and rolled his head across his shoulders. Police Officers aimed their weapons and cocked them towards the Goblin.

"I'm growing bored of this Spiderman." He leaped up into the air and his Glider smashed through the front of the Church in an explosion of brick and concrete. It quickly hovered beneath him as he landed atop it. "You win this time, but next time we meet, you won't be so lucky!" he laughed down at Peter. Suddenly the Officers opened fire at the Goblin, gunshots crackling above the car wrecks. Bullets pinged and bounced off of the Glider as he turned in the sky to face them.

"You will all fear...the Green Goblin!" he cackled, taking off into the sky with a sonic boom. Soon silence resumed and Peter's head dropped.

"Didn't feel like a win." he huffed, rolling his aching shoulders. His mind raced about how the fight had gone down. His anger had for the first time gotten the better of him. The constant threats this man posed to Gwen and her family all grew to much and he reached boiling point, lashing out. He'd confirmed the Goblin's suspicions: Gwen meant something to Spiderman.

He peered up as nearby Police Officers neared him, but just as he went to swing away, he noticed their weapons were lowered. He slowly lowered his wrist and kept his masked eyes locked with the approaching Policeman. This man had a very authoritative posture, tall and proud, a black moustache on his aged and worn face. His leathery lips were firmly pressed and his stride confirmed his suspicions: A Police commissioner.

"Hold your fire men..." he stood tall before Peter, a slight smile on his face. "This man is not our enemy." he smiled and held out his calloused and aged hand. Cautiously Spiderman looked around as a roaring applause grew and grew, crowds of bystanders who watched the whole fight unfold. They began to whoop and cheer, fist pumping the air as they celebrated Spiderman. Peter gently grinned with a cheerful smile at the love this city held for him. He stood up tall and reached a hand out, his smaller pale flesh hand squeezed between the gigantic digits of the Officer.

"Huh, firm handshake." The Commissioner grinned. "We'll take care of this Spiderman. Thank you. Without you, we don't know how we'd fight these...powerful lunatics. First a giant Lizard, and now...this Goblin character." he scoffed and shook his tired head. "Back when I was a Private, we only had to worry about thieves. When did these...Super Villains come about?" he shrugged. Peter shrugged back.

"Don't know. But I know I'll do whatever I can to protect this city." He swore. The Commissioner smiled and stood tall, saluting Spiderman.

"Sir, how can we trust this guy? We don't even know what he looks like?" a nearby Officer slurred, shaking his head and gripping his pistol to his hip.

"Maybe that's why you trust me. What if I looked threatening? Would you trust me then? I hold this city close to my heart, and I always will. It's my home for mother Hubbard sake!" he called, a few laughs chattering around him. The man blushed embarrassingly as the spotlight rested on him. "I'm your friendly neighbourhood Spiderman." Peter shrugged, saying it as if that was all the reason he had to give.

Suddenly Peter's phone vibrated and he fumbled with it. "I umm...I gotta go. Thank you all! I love you all!" People cheered him on. Peter turned back to the Commissioner. "I gotta go, but thanks...I'm umm...sorry about the mess." he laughed weakly through his mask, swinging up and away. The Commissioner laughed under his breath and shook his head, turning back to his men. He ordered them all to cordon off the area.

...

Peter swung away from the red and blue flashing street and landed atop a nearby rooftop, fumbling to open his phone. He quickly pressed it to his ear. "Gwen-Gwen-Gwen, please tell me you're home, you're safe?!" he shouted down the phone.

"Jeez, easy on my ears. Yes Peter, I got home, I'm safe. A-Are you?" she quietened her voice to a gentle whisper. He sighed heavy relief and all the stress melted from his tensed shoulders. He pulled the sweat and blood drenched mask off his head and his matted hair struggled to rake between his fingers as he ran a relieved hand through the tangled mess.

"Yeah, Yeah I-I'm fine, ah thank god you're okay. Gwen...you're okay."

"Yeah Peter, I-I'm okay."

"Good...oh Gwen...I-I'm so so sorry about earlier. I should have been more alert, I-I-I should have walked you home, not swung you home!" he thumped a fist against his scalp in anger.

"Hey, Peter it's okay, I'm fine."

"B-But that's not the point! Spiderman was a target to this guy, and I should have known better! I put you in danger!"

"Peter..._stop_, alright?" her soft raspy voice took on an authoritative tone. He sighed and nodded, even though he was speaking to her on the phone. His gestures were meaninglessness to a mobile phone.

"I...I'm...I'm sorry." he mumbled, unable to utter anything else.

"Peter...you sound exhausted. I want you to go home, and get some sleep, alright?"

"But...what about you?" he whined. A weak laugh sounded down the phone.

"Peter, contrary to popular belief, I'm a big girl now. I can cope one night, okay?" she coated the sentence with sarcasm, which let a faint chuckle whisper passed Peter's lips, before sobering.

"You sure?" he uttered. She chuckled.

"Y-Yes! I'm fine! Now go get some sleep. I love you." She gently spoke.

"I love you too?" He furrowed his eyebrows before hanging up the phone. Gwen nearly died, how could she be so chipper and calm? She's always had a level head and been braver than most...but this was a near death experience. No one should be that cheerful after a close call with the Grim Reaper. Peter shook his confused and tired head and stifled a yawn with the back of his hand. He blinked hard a few times and began the swing home.

...

Gwen hung up the phone and sniffed over the tears she'd been hiding from the phone call. As soon as the phone silenced, she went back to hugging her knees and retching tearful cries into her caps wet tracks staining her soft cheeks. Blonde locks fell down her shoulders and her fringe tumbled into her vision. After a cleansing shower, she could do nothing but worry for her Peter.

The last she saw of him, he was swinging off to fight a Villain more powerful and chaotic than Connors. How was the world be filling with more and more of these powerful villains? Gwen shook her head and resumed her weak cries, trying to keep quiet as to not wake her Mother and Brothers. Silence always seemed heavier and quieter when someone was trying to be quiet, and that made it all the harder for Gwen to cry. She picked up her pillow and puffed it up, burying her face in the soft spongy fabric and screaming out till her limbs went numb and her vocals hurt, nothing more that a whimper being audible from the pillow.

She cried into the pillow and slowly pulled it away, feeling exhausted. Her legs felt swollen and a bruise had formed on her knee from where Peter's desperate web had latched to her, pulling her up sharply from a fate decided by gravity and concrete. A deep purple aura of burst blood vessels sat on her neck from where the Goblin had gripped her throat. She heaved another sob and cupped her mouth, eyes wide with sudden fear and realisation: She could have died this evening. By the end of the night, she could have been dead in Peter's arms. Gwen cried again and sobbed, hugging her body, trying to imitate the feel of Peter's warm arms.

She didn't want to worry him, he had enough to think about, and she knew he'd never stop worrying, he'd keeping feeling guilty and it would eventually lead him to commit the act of leaving her, all to protect her. While it would keep her physically safe and well off, her mind would be emotionally ravaged and numb. But as long as nobody could see it, what did it matter? As long as the wounds weren't visible, she looked well...

Gwen suddenly sobered from her dark thoughts at a faint tapping on her locked window, the first time she'd locked it in months. The idea of this Goblin flying around had scared her enough to seal that golden gate for Peter to climb through. She looked up through blurry eyes and clambered up to her knees, batting her hair aside and tightening the belt on her creamy white dressing gown. She sniffed and wiped her eyes, unlocking the window.

No more than five seconds later did Peter clamber in and wrap her up in his arms, Gwen balling up his torn and smoke smelling Hoodie, burying her clean face into the crook of his dirty neck. He hugged her tightly and kissed her ear, simply hugging her as tight as he could, constant kisses to her cheek and ears, eyes filled with salty tears.

"Peter!" she breathed into his neck. He held her close, shutting his eyes tight and running his filthy hands through her softly locks, smelling the aroma of fresh shampoo and...chocolate?

"Gwen...I got ya, I got ya. I'm never gonna let you go. Gwen..." he pulled her back slightly so he could look into her bleary eyes. A weak grin hit his face. "Chocolate?"

"Ah..." she ran her hands up and down his chest like a cat's paws. "Hot chocolate." she corrected with a sniff. He smiled and took her small paws in his grip, kissing their smooth backs. She cooed and leaned her forehead forwards against his. He smiled weakly and ran a hand up her shoulder, sliding up her neck and under her jaw. He lifted her chin and met her slowly clearing eyes with calm passion, a sea of churning brown within his irises.

"You hurt, a-are you hurt?" she asked, wiping her eyes. He shook his head.

"Nothing that won't heal overnight." he winked, Gwen giggled over a sniff. He sighed and sobered, gulping. His eyes lifted to meet hers.

"I'm so sorry."

"Peter." she tilted her head and let it fall slightly to study his calloused hand, fingers playing with his thick digits. "I'm okay, really."

"Gwen, you don't have to hide from me, okay? I told you once and I'm gonna-I'm gonna tell you again, I'm gonna tell you again..." he whispered as he shuffled up onto his knees atop her bed and wet his bottom lip over his top one, studying her chin, unable to meet her wide eyes just yet. His hands ran up and down the soft fur of her cream coloured dressing gown, smiling at the feel of it, and the heat of her body beneath the fabric.

Finally he looked up and gulped, eyes connecting with hers. "T-Tell me what?" she whispered her raspy voice, batting a lock out of her eyes as she inclined her head slightly and let her mouth hang open ever so gently.

"I love you, and I am never leaving you again. I'm here, for as long as you'll have me." he nodded to her, eyes fixated on her beauty. She smiled lamely and observed his neck, before peering up through her fringe at him.

"For as long as you'll have me, huh?" she grinned.

"For as long as you'll have me." he confirmed, nuzzling his nose against hers, earning a snort and gentle giggle from her. Gwen smiled and pressed her forehead to his, enjoying the sensation of his incredible warmth that emitted from him like steam.

"Okay...you got till midnight." she laughed as Peter gave a grinning chortle.

"Aww, come on, a little longer, have me a little longer, please?" he whispered and begged as he pressed himself into her body, a hand coming up to hook behind her ear, his thumb massaging her neck's nape. She teasingly reeled back ever so slightly, even if she was enjoying the closeness.

"Okay, okay. Twelve thirty." she giggled a whisper as Peter laughed into her neck, his hot breath tickling her skin. She inclined her neck to rest her cheek on his head, humming happily at his kisses to her neck.

"Aww...you're so mean." he whispered into her neck.

"aww, poor Buggy Wuggy." she pouted, earning a lop sided grin from him as he lifted his head from her neck.

"Why...don't be mean." he pouted back. She broke out into a grin and he knew he'd won, his usual cheeky grin returning as he lunged forward, wrapping his arms around her as she yelped in surprise, falling back in a tangled heap of happy limbs.

Slowly they both calmed down and lay in each others arms. Peter's eyes were feeling heavy and the bruises and cuts were beginning to ache. Gwen stroked his hair as they laid on her bed, her legs coiled around his and her socks brushing against his ankle.

"Nobody is going to hurt you Gwen...I..." he yawned and interrupted his own sentence. She chuckled and rolled her eyes as she watched sleep begin to take him over. "...I will protect you with all I've got. You come first Gwen...You come first...I love you."

She hushed his mumblings with a kiss to the forehead, brushing his hair aside as he began to fall asleep. "I love you too Bug Boy. Now get some sleep." she kissed his scalp and gently got up, padding across the room. She locked her bedroom door and switched the lights off, setting the alarm for six so Peter could get home before Aunt May got up. Content hat she'd thought of everything, she locked her window and clambered back into bed with Peter, snuggling into his side. She looked at his balled hand on his chest and saw a long silver device in his grip.

"Peter?" she breathed.

"Hmm?" he only stirred a tiny amount. She pealed his fingers off of it and saw the long silver piece of metal, an extended bluetooth device. Oscorp's name was printed in black along the side and it had a green light flickering on it.

"What is it?"

"No idea. Fell off of Gobby when I was..." he yawned again "...When I was fighting him. We could see what it contains tomorrow." he gave up the device and Gwen studied it. Slowly she placed it on her night stand.

"Hah." she breathed gently, pressing her head into his cheek. "You thought of everything."

"Well...Almost everything." he kissed her forehead as she snuggled back into his side. "But nobody's perfect."

"You are." she whispered to herself, smiling as she began to drift off. He breathed a content sigh through his nostrils and hugged her closer, his chin resting on her scalp. She smiled and kissed his neck, before cuddling into his chest and beginning to fall asleep. Even though hell was opening up for one monstrous battle of Extinction for Peter and Gwen, they'd face it together. This would be the ultimate battle for Spiderman, and the war for a couple to survive.

But they were winning right now, because here they lay, with smiles on their faces and warm bodies held together on a soft bed, blissful peace between them. If they could forget a fight such as that and a near death experience with just each other's company, they could face anything together, and they damn sure will. Watch out Goblin, because here comes Team Bug.

* * *

**Author's Notes: Aww, fluff after all of that! Hope you loved it guys. Little less action next time and plenty of Peter and Gwen, and I mean plenty! Love you all and sleep well! - Dave**


	14. Ruthless Calculus' Ultimatum

**Author's Notes: Can I just say how much I love you guys! The amount of lovely reviews I get really makes it a joy to write this for you. Seriously, you are all such wonderful people. Here is a new chapter just for you guys! Enjoy! **

**BTW, Ruthless Calculus is the ideology that letting forty million die so that forty Billion can live is justified. That as long as some lives make it, it was a good action. - Dave**

* * *

**Chapter Fourteen: Ruthless Calculus' Ultimatum. **

**...**

Peter stirred sharply with a sudden intake of air through his aching lungs, his hearth drumming against his rattled ribcage and his stomach tied in a horribly tight knot. His cold sweat clad body glistened in the lunar glow as it peaked in through the window in rays of cool white light. He licked his dry chapped lips and tried to get a bearing on his current whereabouts. His eyes flit back and forth across the room that was not his, the bed he was wrapped up in, that was not his. The window and fire escape that was not his.

He sighed with heavy relief at the weight pinning his chest to the bed, someone who _was_ his. Slowly he peered down and smiled warmly at the blonde tussled hair that fell across his body, trickling in between every nook and cranny of his physic like a river of gold. Her eyes were shut gently and her mouth parted ever so slightly, her breath a soft comforting rhythm to his ears. An adorably cute moan of content hummed passed her lips as she snuggled her fast asleep body deeper into his side, her right arm slung over his chest and hooked around his shoulder.

Peter grinned a happy smile and blinked away his glassy eyes as he lifted his thumb to gently caress her soft cheek. She licked her dry lips subconsciously and buried her head into his chest as his thumb softly rubbed small circles into her pale cream cheek. He sniffed and smiled wider, a few stray tears rolling down his face as he watched the love of his life sleep by his side, hugging herself into his physic. She was so beautiful, no matter what.

He found she was at her most beautiful, funnily, when she was asleep. All the stress and frustration of her busy life seemed to melt away and leave her usually creased and furrowed eyebrows smoothed out above her sealed lids. Every single hardship of everyday life left her alone as she slept, and for a few hours she had nothing to plague her mind, able to just let it go blank as she rested calmly. It was the only time she was truly at peace, and that made it all the more beautiful.

He also adored the way a small string of drool hung from her lip, though if he told her he knew, she'd no doubt beat him senseless. A small snore snorted from her lips as she clapped them together and hugged herself into his side tighter. He grinned at her and he completely forgot his nightmare, simply wrapping his arms around her and hugging her tightly to his chest. A content sigh sniffed through his nostrils and he kissed her scalp, peering through the dark room at her clock. The red glowing analogue numbers read: Two O'Clock A.M.

A happy smile curled his tired lips as he closed his eyes, holding her against his chest. He still had plenty of hours till he had to get up, and any time with Gwen was a well received gift. She snuggled into him and he kissed her hair again, humming one last content moan.

"I love you." he whispered before falling asleep again, his nightmares all but forgotten.

...

The alarm clock blared a violent buzzing as it hit Six O'Clock A.M. Peter gasped himself awake and sat up abruptly as the clock blared loudly. As a consequence, his sudden sit up threw Gwen up too, who _was_ nuzzled into his chest. She hissed in pain as she rubbed her neck, trying to wake her bleary eyes.

"Hsss, argh, Hey...Wha-What the hell?" she winced as she rubbed her crooked neck, looking at him through tired squinting eyes and tussled bed hair. Peter winced and blinked his eyes a few times to adjust, watching Gwen as she leaned over and punched the top of the Alarm clock, shutting it up. He grinned at her, lifting a wrist to stifle a yawn. Gwen pouted tiredly and angrily as she sunk back down to bed, hand sliding under her pillow and hugging it to her cheek as she started to drift back to sleep.

"Wow, not a morning person, huh?" Peter grinned as he began to wake up. Gwen simply pulled a cream skinned leg out of the duvet and gave him a kick to the shin. He cackled a whispering laugh and rubbed his knee as she growled into her pillow.

"It's still dark out, why...just...why?" she moaned a muffled mumble into her pillow, making Peter grin wider at her. Her creamy colored dressing gown was still curled around her soft body, just passing her upper thighs. He smiled and kissed the dip in her neck, the horrible purple bruise still prominent, Gwen shoving him away and rolling over, head still firmly pressed into the pillow. He rolled away with a laugh and Gwen sat up sharply, her hair a tussled mess of blonde around her grumpy face.

"Leave me alone." she moaned, shoving her face back into the pillow. He nodded with a lop sided grin and raked a hand through his hurricane swept hairstyle. A yawn vented from his stretched wide mouth.

"Okay, okay. It cool if I have a shower?"

"Whatever." Gwen mumbled from the pillow. Peter gave a nod and leaned down on the bed, kissing her cheek. She grumbled and rolled over, making him laugh quietly at how grumpy she was in the morning. With that, he hopped over her and padded across the carpet to her door, sneaking out and into the still very dark hall, stealthily walking to the bathroom and edging in, shutting the door behind him.

After a cleansing shower that cooled his skin and cleaned away the dry sweat and oils, he re-emerged in the hall, towelling off his hair as he padded back to Gwen's room. Beads of water trickled down his damp skin as he pulled his old T shirt back over his head, a gash down the fabric's side revealing his bruised skin. The fight with the Goblin last night had shaken him up, badly. Gwen was nearly killed, and it punctured his heart with a fear he never knew he could feel.

He returned to her room and shut the door behind him, leaving those thoughts out there too. The view through her window was still very dark as winter's daylight hours had yet to begin, a thin line of orange light trickling up the distant horizon and ebbing into the still starry night sky. Six O'Clock on a winter morning still looked and felt like midnight.

Gwen was, to Peter's sarcastic surprise, still cocooned in her bedding, blonde hair spread out across her pillow. He grinned and threw the wet towel into her hamper, padding back to the bed and sitting on the lip of it. The Duvet of her bed was curled around her torso yet her right leg was free of the bedsheets, bare cream skin coating her revealed calf. His hand landing gently on her exposed thigh and began stroking her delicate skin. She mumbled and rolled over to face him. Her eyes flitted open and she was looking more awake this time round. He smiled as she sat up from her twisted coil of bedsheets. She pulled her dressing gown back over her revealed shoulder, hugging her torso as she licked her lips. Bless her, she looked exhausted.

"Morning, beautiful." Peter grinned at her. She scoffed and raked a hand through her bed matted hair, her tired eyes beginning to adjust as they widened to their usual bright and vibrant allure. He began pulling his black frayed jeans back on, the belt clinking against the metal clasp.

"I don't know about that." She grinned, lifting a dainty hand to cover her yawning mouth. He felt guilty for waking her so early, especially after all the sleepless nights she's had. He scooted across the bed and kissed her forehead, a hand cradling the back of her head.

"Go back to sleep Gwen. Get some sleep, okay?" he whispered as his lips brushed her brow. Gwen shrugged into his hold.

"Peter...I'm awake now...besides, I've got stuff to...to..." she cut her own sentence in half as she yawned, her eyebrows creasing and her nose crinkling in unison with her stretched lips. Her manors came in to effect as she lifted a hand to cup her mouth. Slowly she closed her mouth and lowered her hand, weary eyes fixed on him. "I've got stuff to get done."

"No you don't, now come on." he coiled his arms around her waist and pulled her down with him back into the bed. He shuffled his black jeans legs under the covers and threw the sheets over her and him, snuggling into the warmth and content dark of the room. She moaned and whined but he pulled her to his side. Soon she gave in and snuggled into his frame, slotting together like puzzle pieces.

"I thought you needed to go." she playfully grinned as her eyes shut wearily. He nodded and furrowed his eyebrows.

"Mmm, yeah, yeah I do - I do. But...five more..." he sunk back into the mattress and hugged her as tight as he could, Gwen nuzzling into his neck. "Five more minutes." he mumbled as Gwen began to slowly drift off to sleep again. He was more than content simply watching her. The way her eyelids began to grow heavy, a few slow blinks of lead weight lashes. The way her tiny button nose sniffled and relaxed in unison with her lips, which began to slowly part, small breaths leaving her plump lips.

A few stray locks defied gravity for a mere moment before falling across her now closed eyes. He smiled and gently brushed the hair behind her delicate ear. Even though Gwen was a tough, resilient and strong headed woman, she felt so dainty and fragile in his arms. He tried so very hard to control his superhuman strength when he was with her like this. Luckily he had a much better hold on his strength now, unlike when he first awoke to his powers, breaking a faucet in half like brittle ice. He'd rather not do that to the girl he loved more than anything in the world.

Peter stifled a yawn with tightly pressed lips, letting it burn itself out in his throat. He gently pulled his arm out from Gwen's vice tight grip and slid out from her hold, reluctantly. He'd love nothing more than to stay in bed with her forever, to just sleep in each others arms forever. As soon as Peter was free of her surprisingly strong arms, he cradled her hands and pulled them up to her face, letting her take over as she subconsciously stuffed one hand under her pillow and rest the other under her chin. He grinned and pulled the covers up over her shoulders the minute she shivered.

Happy that she was fast asleep, he brushed all the hair out of her eyes and over her shoulder. He laid a gentle kiss on her cheek and she mumbled something inaudible in her sleep.

"Sleep tight Gwen. Sweet dreams, and I'll see you at school." He whispered, lifting himself up to full height. He tugged his Hoodie on, then took his backpack and slung it over his shoulder, shoving the green flashing Goblin earpiece inside. He pulled the Spiderman mask over his bruised face. He finally strapped his web shooters on and set her alarm clock for Seven thirty. He looked at her sleeping beauty and shook his head with a lovestruck grin. He reset the alarm for Seven Forty-Five. She deserved a bit of extra sleep.

Peter pulled his trainers on and opened her window, grimacing at the cold air that slapped his once warm masked face. He shimmied out but stopped halfway. Peter peered back through his mesh mask eyes and smiled warmly at her. "Love you." he whispered, before leaping onto her fire escape with a silent thud. He shut the window and ran a hand down the condensation glass, shaking his head and turning to the railing, vaulting over it and launching a web cable up above his head, swinging home. He wished things were different.

He wished he didn't have to leave so early to get home before Aunt May woke up, he wished he didn't have to get out of bed with Gwen. He wished he could give her all the attention she deserved. He wished he didn't have to wage a war with his heart and conscience over her safety and life. He just...sometimes...he wished he wasn't Spiderman.

To Peter, being Spiderman was a drug. It was addictive, a rush, and got better after every hit. But with Gwen, she was his air, his Oxygen. Without it, he would die, he'd have nothing to breathe. With drugs, you can get help, you can wean off of them, you can quit and better yourself, but only if you want to. With air, there is no weaning, there is no substitute. There is only Oxygen, and without it, there is no life. He needed her to breathe.

Peter swung around the side of the Empire State Building, feeling his fizzy blood pool in his tingling toes, gravity gripping his ankles. He tugged on the slackened cable and shot his feet up over his head towards the sky, vaulting upwards into the abyss of dying stars. He arched his spine and shot another cable up from his wrist.

Peter savoured the taste of cold air and stale smog, the smell of exhaust fumes from the streets below and the sound of turbine engines?!

He turned too late as the Glider slammed into him, hurtling across the Manhattan skyline. Peter's grip on the cable slipped and he was soon stuck to the front of the Gothic device, like a bug on a wind-shield.

The Green glow of the Glider zoomed like a shooting star of terrifying lime green. The Goblin flicked his ankle and the Glider swung around sharply, batting Peter into the side of a nearby apartment block. The wall exploded in a rippling effect of brick and concrete, embedding Peter's spine in the crater. His mask was torn and Peter groaned weakly as he lifted his weary head, eyes flitting down at his dangling legs. His left shoe fell from his foot and hurtled downwards for what felt like miles. He finally lost sight of the shoe when it splashed into the churning ocean of yellow Taxi Cabs.

The Glider hovered before the apartment block wall, the Goblin staring menacingly into Peter's masked eyes. The Glider's thrusters crackled and popped with exhaust backfire, green flames spitting from the jets. The wing panels flapped and adjusted to hover the board. The Glider hovered closer and closer to the building, the sharp prongs at the helm of the Glider scraping at Peter's shins. Norman bent down and grinned a grim flare of black gums and yellowing teeth.

"Well, Well, aren't you a busy little bug. Still up, and on a school night? Tut tut." he grinned as he reached a hand forward. Peter tried to lean away, but could only lean his head further back into the cracked brickwork holding him in place. Norman's armor plated hand landed on Peter's mask, and he gripped the fabric in his vice tight hand. Peter could feel the fabric slipping up off his head, and could only close his weary eyes tight. He was so exhausted and still brutally injured from last nights encounter, that all he could do was lift his wrist, and squeeze his fingers down on the trigger, hoping a web would stop him.

Norman released the mask as it just passed his lips, grabbing Peter's wrist instead. The mask slid back down and settled over his head again. Peter sighed relief, but only for a brief moment. Norman's green eyes studied Peter's sleeve, until his sharp pronged thumb slid the sleeve up, slicing into Peter's wrist skin at the same time. He grinned widely at the device on Peter's arm.

"So, you made web launchers, aww that is cute." Norman grinned at the Spiderman mask. "Well, I do believe that this..." he crushed the device like it was made of brittle plastic, sparks and sticky Biocable formula drooling over his hand. Peter groaned at the sudden pressure currently crushing the device into his wrist.

"Oh, I see. Using Oscorp's formula are we? I see some slight modifications...but still...a thief." he growled at Peter.

"I argh...Paid for it."

"Ah did you now? How noble." Norman cackled as he wiped the sticky residue over Peter's Hoodie sleeve. "Biocables...very clever, Spiderman. But your fun is over." He grabbed Peter's shoulders and with a sharp tug, pulled him free of the wall in an avalanche of broken bricks. Peter was too weak to fight, too tired to retaliate. The Goblin held him in his vice tight grip and the Glider began to hover upwards into the sky. Norman looked into the eyes of Spiderman, narrowing them to slits. He shrugged and looked down then back up. "So, how far to the ground?"

And with that, he let go, and Peter fell, with only one Web shooter left. But then, he landed on his feet, seconds later. He looked down and raised an eyebrow at how he was on top of the apartment block roof. The Goblin hadn't killed him...so that begged the question...

"Why?" Peter managed to ask, looking up. The Goblin scoffed and leaped off the Glider, landing on the rooftop with a thud that rattled the structure and dampened the roof, sagging and denting around his huge boots. He stood at full height and shrugged his mechanical shoulders.

"You, Spiderman, have gotten it into your head that Heroes are a law of life. That they are needed to right the balance." The Goblin paced towards Peter slowly, the Glider hovering around them ominously. Peter couldn't help but keep one eye on the device that seemed to have a mind of it's own. "But you see, there already was a balance, until you showed up. There were cops, and robbers, crooks and murderers. It was even." He slapped his hands against his armor plated thighs. "Then you swayed that balance in your favour. You were the force that tilted the balance. Someone had to right that balance, and so came the Super Villains, the people who put the Heroes in place, into perspective."

Norman paced around Peter, dwarfing him in size and presence. "But then I realised something, something that changed it all. Heroes don't exist. Neither do Villains." He shrugged, patting Peter's back hard, making him stagger forward and wind him. "You think Heroes are born? Heroes are built! Out of thoughts, ideology, past traumas, greater good yadda-yadda-yadda, it all gets boring!" he swayed his hands into the air to simulate the craziness of what he was trying to evaluate.

"Villains don't exist either. Villains are the same as Heroes, except they answer to no one, and they do what they have to , maybe for themselves, or for someone they care about." He leaned towards Peter with a mechanical whir. "They are Human. They fuel off of emotions whether that be anger or upset or hell even joy, like me! We are all out to do something, to get a job done. But, innocents get hurt, again and again, and that's what makes us human!" he laughed incredulously, gesturing to his chest. "A Hero is a Villain in denial, someone who gets their hands dirty, so _they_ don't have to!" He pointed a finger out towards Manhattan. "You're a toy to them, something shiny to play with, and one day, they'll get bored of you."

"What about you? You get your hands dirty?" Peter retorted. The Goblin scoffed, hands falling lamely by his side.

"I get my hands dirty, so that I can have a future to spend cleaning my hands. I do what no one else is willing to do."

"You hurt people, and I stop you. That's the truth." Peter groaned in agony. The Goblin scoffed and paced around him, slapping the back of Spiderman's head.

"Here's the real truth. That you and me, we're a lot alike." he grinned. Peter shook his head.

"N-No, I-I'm not like you. You're a murderer."

"Well, to each his own. I chose my path, but you? Hah, you chose the path of the Hero, the Villain in denial." He coiled an arm around Peter's shoulder and paced with him to the lip of the structure, the Glider hovering aside to let them by. Peter's heart was in his throat as he was inches from the man who was going to no doubt become an arch nemesis.

"Look at that." Goblin outstretched his hand to the great city of Manhattan, the sun slowly peaking over the crescent abyss of skyline. Peter's eyes set on the billboard of Spiderman's web pattern, red and blue colours accenting it. A black spider sat dead centre on the billboard and a font was labelled beneath it: _Spiderman is a hero!_

"They need a hero, someone to aspire towards. If I inspire people to do good, so be it. It means I've worked-

"Look...again." Norman cracked through Peter's words. Peter huffed and looked back, seeing ladders stood up around the billboard. Men in fluorescent jackets were stripping the billboard and placing new rolls of paper over it. The new rolls cascaded like a curtain over the Spiderman billboard and their rollers stuck the paper in place. The new image was of a Jewellery advert. Peter couldn't help but feel a wave of upset belief hit him, but hid it deep down.

"See? The people of this city, they found you entertaining for a while...but now? Now they're waiting to see the exciting climax of this Comic book thrill! They want nothing more than to see the Hero fail, fall, die trying." he slapped Peter's back and stepped back, leaning against his Glider like it was a bar counter.

"Tha...That's not true." Peter shook his head, turning from the billboard. Goblin sighed.

"You ever remember those Comic's you read as a kid? Course not, everything's computer games and mobiles nowadays." Goblin grumbled. "Well, when I was a kid, there was this one Comic book I read...Superman. He was so powerful and unstoppable, that after a while...you wanted to see something...challenge him. You wanted to see him out of his comfort zone. And then, then came that one comic: Kryptonite. He was so weak, so puny...the hero, had met his match." He leaned off the Glider and stepped over to Peter. "The good people of this city will give in to human nature. To see the hero fail, fall, die trying. So...why bother?"

"Because it's right."

"No, because you feel the need to justify something that happened to you, like all "Heroes". Something changed you, besides the Spider bite. You experienced something so horrible, that you've taken it upon yourself to make sure it never happens to anyone else. You, have given in to the greatest lie ever told..."

"And what's that?" Peter snapped, growing irritated. As if the Glider could sense it, it hovered towards Peter.

"That you are doing this for them. It's all up in here." he poked Peter's head. "You are doing this to justify the mistake you made...the mistake that cost a life. You, are making amends. Trying to atone, like all Heroes...like all Villains in denial." Norman leaned back from Peter.

"Whatever. I-I'm done with this." Peter turned to leave, shaking his head as he paced away. His backpack was on the floor and open. The Goblin earpiece was halfway out the bag and he saw the green blinking light. Peter scoffed a laugh at how stupid he'd been. It was a damn beacon. He _wanted_ Spiderman to take it from him.

"Her name is Gwen, huh?"

Peter stopped dead, his heart frozen and his blood curdling through his icy veins. Slowly he wet his lips and turned, looking over his shoulder. "Wha...What?"

"That girl. Funnily, she's related to that boy you saved on Christmas Eve. Well everything's online, kids and their Facebook nowadays, it didn't take long to connect the dots. Gwendolyne Stacy, daughter of late George Stacy, Sister to her Brother's Simon, Howard and Phillip Stacy." Goblin recited as he paced towards Peter. Peter was having a hard time not hyperventilating.

"Like all Heroes, they have someone they care about, who they hold so dear that the mere thought of losing them carves through flesh and snaps through bone!" he grabbed Peter's throat and turned him to face him. He let him go and crossed his huge armored arms. "So...Gwen. She's your...Interest." He grinned as Peter's fists shook by his side. "Oh come now, we're both adults, we can talk about this stuff, surely?!" Goblin cackled as he hopped up onto the Glider and perched his behind on it, sitting on it like a hovering bench. He kicked his legs out like a child on a swing.

"If you dare..." Peter managed to breath a shaky threat.

"Oh, I have no intention to harm her. Which, brings us to the penultimate point of my ramblings." The Goblin hopped off the Glider and paced before Peter, who was close to angered tears. "I have a deal, an ultimatum if you shall."

"Forget it." Peter flat out refused. Green Goblin stopped his pacing and stared daggers at him.

"Oh, I think you want to here me out, I really do!" Norman snarled as he grabbed Peter's throat, eyes flaring green. "Or, my friend here will just be programmed to the address of...Ahem." Goblin cleared his throat and looked at his wrist screen. "Apartment 26D of building-

"Okay, Okay...I-I'll hear you out...just...please. D-Don't send that thing there." he gestured to the hovering Glider. Norman released Peter and lifted his hand, calming the Glider.

"So...It is true. She really is the apple of your eye. Pathetically predictable." He turned from Peter and stomped over to his Glider. Peter's knees felt weak, like his bones were cast of brittle glass. Goblin knew who she was, who they all were to him. It was over...

"Gwen'll be safe, Spider. I can assure you of that...as long as you keep your end."

"End of what?" Peter choked out through the mask. The Goblin spun around to face him.

"My Ultimatum." He stepped towards Peter slightly, making the Spiderman masked teen step back. "You see, I only exist so as to give myself a future, to give my family a future. I need a cure for my illness, and these Benefactors have denied me a chance at survival...at life."

"So you're willing to kill people to save yourself? You really are a Villain." Peter scoffed. The Goblin shrugged.

"There are Eight Million people in this city, you do the Math. Think of how many times you can divide two into Eight Million. It is a finite amount compared to the city's population. I don't need to justify this to you Spiderman, because you cannot stop me from hunting them down. You can try, and you will no doubt slow me down...and piss me off." He snarled at Peter with gritted yellow teeth, black gums flaring.

"So what? I make a deal to step aside and let you kill people? No...way."

"See, I knew you'd say that, so that what leads me to this Ultimatum: You give up being Spiderman, I kill my enemies and give up the Glider for good, never to return. The balance is restored, where Heroes and Villains vanish and all the good in this city evens out with the bad." The Goblin gave his Ultimatum, and Peter let the words sink in.

"A-A-And If I refuse?" Peter retorted. The Goblin grinned and lifted a clenched fist.

"Or Gwen and her family dies." He said matter of factly as he flicked his fingers up out of the fist and the Glider's sharp stainless steel prongs extended with a hum. An evil grin slid across his green leathery face. Peter sighed heavily and felt his eyes sting with tears. "I'm sorry it had to come to this Spider, but you've interfered for the last time."

"If you need me out of the picture so bad...W-Why not just kill me? Why...W-Why threaten her?" his voice croaked. The Goblin sighed and shrugged his huge shoulders.

"Honestly?" He leaned forward and grabbed Spiderman's throat, tilting his head in his grip, fingers around his thin neck like a twig in a crabs claw. "It's because I could squash you like the bug you are right now. But, I'm feeling surprisingly generous...I'm offering you a choice..." he let go of Peter's neck and leaned back to full height. "Give up that mask, get on with your life. You're no doubt a kid, so give up this ridiculous responsibility you've cursed yourself with, focus on school, focus on your life. I'm offering you a way out of this." the Green Goblin paced around Peter, whose masked head lulled down to look at the floor.

"Or you kill the person I hold most dear?" Peter looked up at him. Goblin wet his disgusting leathery lips and clapped his huge hands together.

"All our fights end with more and more innocents being caught in the crossfire, Bug. Sure, _we_ can withstand our strengths, but what about them? They're not as strong as us. Being Spiderman is selfish, Being this...Goblin is selfish! More and more people are getting hurt caught up in our selfish fights!" He paced back towards his Glider and turned towards Peter, arms outstretched. "So, you could give up your vigilante regime or we could continue to destroy! Cause the deaths of countless innocents in selfish battle again and again until we're both dead! Is that, what you want?" he glared at Peter.

"So I just...give up? Let my powers go to waste? Or is this all some way to get me to join you?" Peter snapped back.

"I don't want an Alliance, Spiderman, I want you gone! Out of my way, to let the balance restore to this City." Goblin turned to his Glider and depressed a button , a small black panel lifting away and revealing a small shelf. It extended out on small mechanical arms and dropped a small glass vial of glowing blue liquid into his gloved palm. He closed the panel and turned to Spiderman, offering his hand out.

"This is a cure Oscorp developed. Back when I worked there with the Biocable project, we had these vials on easy access in case the Spiders decided to get a bit...heh, Bitey. Obviously whatever bit you came from Oscorp, though I have no idea how it affected you this way. Anyone else would be dead." Peter studied the vial in his grip.

"Y-You worked in Oscorp? The Biocable study?"

"I did, though...things changed. I moved up and on. Working with Curt Connors and Richard Parker was...fascinating. But then it all changed when Richard died."

Peter was shocked. This...Goblin once worked with his father and Connors. Maybe he could learn more about his father, and in response more of his own past. But Peter turned his gaze back to the vial and what it offered: A cure for his powers.

"S-So...T-That Vial...it'll cure me? My powers will vanish?" Peter asked. The Goblin nodded. "I-I don't know."

"It's your choice now. I've told you the consequences of what'll happen if you choose to interfere any further." He dropped the vial in Peter's hands. He leaped up onto his Glider and stared down at him. "Think about it, Hero!"

As quick as he arrived, the Goblin was gone, leaving a stunned Peter in a cloud of dust and vapour, a green hue disappearing into the clouds. Silence echoed around him and he slowly peered down at the blue liquid filled vial in his open palm. His future was decided for him. Gwen was in danger now, as was the entire Stacy family. The Goblin had made an ultimatum, for Spiderman to cease existence and for him to step aside. If Peter did do that, then two people's death would be on his conscience. But if he didn't, then he'd be forced to live the rest of his life without Gwen. Could he live with that on his conscience?

He paced to the edge of the apartment block and lifted his hand up over his head, fist holding the blue vial. His furious mind was fuelling him now. How dare the Goblin give him an ultimatum, control him like this? He was just about to throw the vial to the abyss of traffic below, but stopped, hesitating time and time again. He finally dropped his shoulders and huffed in defeat, opening his clammy palm to study the rolling vial of blue fluid.

Maybe part of him wanted a way out. Maybe he wanted to just give up and let the balance restore, because the Goblin _was_ right. The balance was thrown off when Spiderman arose, far more powerful than the criminals of this city. Someone had to rise to straighten out the balance; Curt Connors. When Peter and Gwen defeated him, the balance was wronged again, and so came the Goblin.

Peter shoved the vial into his pocket and pulled the mask off his head, relishing in the cold air that licked his skin. He ran a hand through his air and lifted his wrist, seeing the destroyed Web shooter on his arm. Peter rubbed his hands over his stubbly chin, skin rasping against the needle hairs.

Peter decided that it was a decision he didn't have to make just yet, so he tried to blank his mind of the Goblin's ultimatum and head to home. He scooped up his bag, threw the smashed web shooter inside and shoved the now deactivated Goblin device in the bag and shoot a web to the skyline.

...

A few hours had elapsed since the Goblin's choice, and Peter's mind was miles away in deep thought as he paced into school, Skateboard firmly strapped to his backpack. His hair was ruffled and a few fresh bruises littered his cheek. He was lost in a swirling aura of dark thoughts. Was he to let the Benefactors die, even if they did deserve it, or was he to stop the Goblin and risk Gwen and her family's lives? The answer was no. No, he was not going to endanger Gwen, ever again. Maybe the Goblin was telling the truth. Maybe he would vanish as soon as he got a hold of the Benefactors. So far all of the Goblin's attacks were aimed at the Benefactors, none were random acts of violence. Two people, or eight million? Two people or the Stacy family? Peter wanted to just scream in frustration at the sky. That damn ruthless calculus.

He stopped dead as a hand landed on his chest, his eyes blinking and focusing upon the blonde framed face of Gwen Stacy, clad in a grey turtle neck that covered her bruised neck and a pair of figure hugging black jeans and boots. She stared at him through her fringe and peeled her hand off his chest. Oh.

"Hey Bug boy, you're looking quite distant...wait..." she gasped and cupped her mouth. "Peter, what happened?" she whispered loudly as her hand lifted to brush his sore cheek. He winced and smiled weakly.

"Nothing. Just...flaring up from the night before. Damn Goblin got me good." Peter grinned wearily. Gwen narrowed her eyes and crossed her arms, but after studying his face for a while, she shrugged and let it go. He walked with her to his locker and wearily turned the combination lock a few times. Gwen leaned against the opposite locker and studied his face. The distant expression of deep thought, the earphone bud lodged into his ear. It was a spitting image of him after Uncle Ben died. Something was up with him.

"Peter, what's up?" She said softly, brushing a lock out of her eyes. He turned to face her with a look of sudden shock, as if he had no idea she was there.

"Huh, oh n-nothing, nothing at all."

"You sure?" she asked with concerned eyes. He nodded repeatedly, mouthing "yep" over and over again. She decided to let it go and smiled bashfully at him, batting her eyelids. Peter grinned and shyly looked at her.

"I really liked umm..."

"Me too." she nodded, biting her bottom lip.

"Yeah?" he smiled at her, rubbing the underside of his jaw. She nodded and stepped closer, looking left and right.

"I umm...y-you're a great pillow." she blushed. He grinned at her, his nostrils flaring slightly and the skin around his brown eyes crinkling.

"Yeah? Well umm...you're a great...spoon." he laughed as Gwen's eyes widened and a laugh sounded from her lip, eyes squinting from her giggling. "That umm...s-sounded _waaaay_ better in here." he grinned and pointed to his head.

"oh yeah? R-Really? _That_ sounded better in there?" she pointed and prodded his forehead. Peter shrugged and wet his smiling lips with his tongue. Gwen calmed her giggling and smiled at him as she hugged her Art portfolio to her chest.

"So, we've got our Art finals in a week. You finished your portfolio?" she asked with a slight incline of her head. Peter pulled a larger A3 sketch pad out of his locker with an elastic strap holding it shut.

"Most of it. Just got one more drawing to do. You?" he asked as he shut the locker. Gwen nodded and shrugged.

"Yep, one more drawing. How'd you find time to finish your portfolio, you know, what with your umm..." she looked at the still busy hallway. "Your _hobby_."

"Its been...it's been tough. Some sleepless nights and no social hours. Sucks how tired I am." he yawned, covering his mouth with a free hand. "I see you've woken up though." he grinned immediately after the satisfying yawn.

"Me? What?" she raised an eyebrow.

"You are _not_ a morning person, Gwen." he grinned till it stretched his face, shutting his locker. Gwen furrowed her eyebrows and narrowed her eyes at him.

"I am if I don't get woken up at Six in the damn morning!" she challenged. He chuckled and wrapped a free arm around her shoulder, his other arm holstering his art folder to his side.

"Sorry bout that." he smiled, kissing her scalp. She shrugged.

"Well, my lovely boyfriend _did_ set my alarm clock slightly later so I got some extra sleep." she looked up at him with a loving smirk. He nodded and chuckled gently as they slid around the bustling crowds that littered the hallway.

"I am pretty awesome, right?"

"Awesome-ish." she wobbled her hand before her. He shook his head and grinned to himself. The bell rang throughout the hallway and Peter grinned wider with happy eyes as he saw Harry walking down the hall towards him, shoulder strap bag on his arm.

"Harry! Hey man." Peter grinned as he kept his arm around Gwen. Harry smiled as he made his way to the pair.

"Hey Pete." His eyes landed on Gwen. "Hi...I'm Harry Osborn." he outstretched his hand.

"I'm Gwen Stacy, nice to finally meet you." She smiled, shaking his hand. Harry nodded and smiled back.

"Yeah, nice to see who keeps Pete here in check." he grinned as Peter rolled his eyes. "So, what class you guys got now?"

"Art." they both groaned in unison, making Harry grin. "We've got Art. You?"

"Maths. Oh the joy. I'll see you at lunch, yeah?" Harry called as he shot a thumbs up to Peter, jogging passed them.

"Without a doubt." Peter smiled as he rammed his hand into his pocket, brought back to his dark thoughts at the feel of the vial in his pocket. His smile faltered immediately, and Gwen saw it.

"You okay?" she asked with a raised eyebrow.

"Hmm? Oh yeah-Yeah, I'm good. Come on, lets go, we'll be late." Peter pulled her along. Gwen raised her eyebrow further, a totally incredulous look slapped on her face.

"Pete Parker, not wanting to be late for class? Who are you, and what did you do with my Bugboy?" she laughed, but Peter gulped as he gripped the vial in his pocket tighter. All he had to do was drink it, and he would never have to worry about crime again, only focus on School work and the love of his life. It did sound good, since he was falling behind on school work and suffering F grades for the first time in his school life. He would be able to focus on getting into a good university, something he'd never even thought of till now, which had just crept up on him. He hadn't even thought about his future, only Spiderman's. Maybe it was time to be selfish, just for once, and indulge in Peter Parker for a change. Make him happy, not Spiderman...but could he live with throwing away his responsibility, his power? He sighed heavily and mumbled to himself under his breath.

"I don't know who I am."

* * *

**Author's Notes: So...yeah. This is gonna get interesting. Will Peter take the choice or risk Gwen further? Do you think its right to let two people die to save a family of five? Are all lives important? All the Goblin wants is a cure, and these people denied him. Ruthless calculus in play. Next few chapters will be almost solely Peter and Gwen fluff again! Yay! Love you all and let me know what you think! - Dave**


	15. They've made their choice, have you?

**Author's Notes: Hey all! New very long Chapter. It was to be even longer but I decided to get it out early and do the rest in a separate chapter! Cannot wait to see what you all think of this one! Oh and to all worried about Gwen's future in this story, I have no intention of killing off my favourite love interest! She'll be fine guys! Love you, and read on! - Dave**

* * *

**Chapter Fifteen: They've made their choice, have you?**

**...**

"Grargh-why is this so difficult!" Gwen shouted in raspy frustration as she threw her head back and dropped her pencil atop her drawing, the graphite tip shattering and spraying small shards of silver across her paper. A few heads lifted throughout the empty class but soon they retrained their attention back on their paper. The class was mainly empty, only four or five other students in the room, as the others had gone to the computer rooms to finish typing up other parts of their portfolios. Gwen and Peter had finished all of that earlier in the month, so now they were finishing their drawings...to Gwen's anger.

Gwen lulled her head back down at her page and her fringe of gold swung across her eyes like a curtain in the wind. She peered up through the blonde locks at Peter sat across the table, removing a music thumping ear-bud from his ear and grinning at her.

"Oh, and what are_ you_ grinning about?" She pouted, picking up her pencil and shoving the tip in her sharpener, twisting it to create long flaky shavings. "Just cos you can draw." She mumbled under her breath. Peter grinned again and threw his pencil down in a huff, trying to hide his grin as he mimicked her.

"_Urgh, why is it so haaaard?_" he moaned over-dramatically, snickering as she narrowed her eyes and furrowed her brow at him. He locked eyes with her for a moment and wet his lips before biting down on his pencil and getting up from his stool, walking around the table to her side. Gwen pressed her cheek into her palm and propped her elbow, shading the page corner with a grumble. He stood over her shoulder and pressed his palms into the wooden desk, one hand either side of her. His biceps brushed her shoulders and Gwen shivered.

"Okay...wanna know what I do?" he smiled, whispering into her ear. Gwen huffed and lifted her pencil up over her shoulder, Peter taking it and leaning over her. His hand opened and she studied the pencil rolling in his palm. "No, I want _you_ to take it." He said boldly as she huffed again and rolled her eyes. Peter leaned his head down so his lips were brushing her ear and hot breath tickled her jaw. "Come on Gwen, don't give up, you never give up."

Gwen shivered and pressed her palm into his cheek, pushing his head away as he grinned a laugh. She took the pencil reluctantly and tapped the tip on the paper. "So what'd you want to show me?" she asked with barely any hint of emphasis. Peter pressed his chest into her back and slid his hands down her grey sweater clad arms, smiling warmly as the soft cotton soon gave way to smooth creamy skin. He intertwined his fingers over hers and took control of her limbs, moving her hand and pencil to a certain spot atop the paper. Gwen smiled with a faint blush that crept up her turtle neck covered throat as she watched his strong calloused hands manoeuvre hers around the crisp A3 sheet of paper. Her muscles relaxed and let Peter do the work.

"So...I want you to draw the nose, okay?" He whispered in her ear, lips brushing her lobe again. She shook her head and nudged him off her slightly. Honestly, they were at school and in class, and he was getting all touchy and kissy?

"Okay..." Gwen dryly responded as she took to sketching a thin outline of the triangular nose. The subject of her drawing was in fact, Peter. The task was to draw a portrait of someone from the class. Gwen and Peter immediately partnered up for the task, but now she was regretting it, because Peter Parker was _not_ easy to draw. She started to grow frustrated as the drawing was looking off centre and slightly too bulbous to match his nose. The photo of him she was copying was placed before her, an image saved on her phone. She pressed the phone screen to reactivate it after going dark and she flit her eyes back and forth to try and copy it exact, but to no avail.

Again, she clenched her fists and stopped drawing, a hand coming up to pinch the bridge of her nose. "I can't do it. Science? Oh yeah-no-yeah, I can work out an algorithm like that!" she clicked her fingers and gesticulated wildly, making Peter grin behind her. "But drawing a damn nose? Nope, nuh-uh, can't do it." she shook her head and emphasised every word with overly dramatic lip motions. "Damn you Peter Parker, and your nose!" she huffed, burying her face in her hands.

Peter cackled quietly as he slipped around her side, pulling over his floor grating stool with a screech. "Gwen, look at me...and my nose." he laughed as she giggled, looking up at him. His eyes were steely and determined, the brown of his usually sleepy irises now bright and vibrant, almost glowing. He ran a hand through his hair and slapped his palms down on his thighs. "You can do it, okay? I have never, _ever_ seen you give up, ever. So..." he got up and walked to stand behind her again, leaning over and taking her hands in his. She giggled gently at the feel of his rough hands on hers. "You're gonna try again, okay?"

"Someone put his big boy pants on today, huh?" Gwen smirked. He grinned and rested his chin on her head, shaking his head. Gwen could feel his swivelling chin digging into her locks.

"Try again, okay. J-Just try it again." he kissed her head. Gwen smiled and shook her head to re-jog her mind. She erased the previous nose and began to gently sketch it again, eyes flicking back and forth from original image to her sketch. Her phone began to hibernate again and she tapped the screen with her thumb, jolting the screen wide awake again. The image was once again bright.

Her tongue peaked out the side of her lips and she concentrated on matching it perfectly. Peter grinned to himself at her face while she concentrated like this. A little peak of pink tongue just inching out between her soft lips, a few stray locks of gold swinging across her eyes till she slides them up behind her ear. She was irresistibly beautiful. He fiddled with the vial in his pocket and couldn't help but ask himself why this was such a hard choice. He had the girl of his dreams coiled in his arms, and to go against the Goblin's Ultimatum, was to condemn her and her family. What was a bigger fear to Peter: Ending Spiderman's life, or ending Gwen's?

He gulped hard and shook his head back to reality as Gwen threw her hands up. "Ta-da! Ha, that's not too bad, right?" she cheered. Peter released the vial and threw on a happy smile as he rested his head on her shoulder. Her nose sketch was an almost perfect match bar one nostril was bigger than the other, but to be fair it was hard to draw something that was't exactly head on. "Hey, Peter. Not too bad, huh?"

"Nah, y-you did great- really great Gwen." he smiled and nodded repeatedly. Gwen's face dropped, and Peter gulped as her expression sagged along with her shoulders. "What?" he asked gently.

"You don't like it, do you? Urgh, I knew that nostril was waaaay too big!" she moaned. He slid around her and took her hand quickly before she erased the whole thing.

"No, No it is - it's great, Gwen...nostril is a _little_ bit too big, but still it's great." he nodded. She looked at him with expecting eyes. "Just...got some stuff on my mind is all." He shrugged her way.

"Like?" she asked, pressing the eraser tip of her pencil under her bottom lip, pushing it up into her top one. Peter grinned at her face and laughed gently.

"Nothing worth thinking about. So..." he stood behind her again, hand cradling hers as he rested the tip of her pencil on the nose sketch. Gwen was still confused by whatever was on his mind, but let it drop as she looked down at the paper, Peter beginning to draw while possessing her hand. She watched up through her fringe as his head rested on her shoulder, eyes fixating from the original photo to the drawing. The smell of his chocolate scented deodorant and shampoo, the sound of the muffled music rumbling from his swaying earbuds. She flit her eyes back down and saw the shaded spots he'd drawn on the nose.

"Now..."

"Now?" Gwen raised an eyebrow.

"Now I want you to smudge it with your thumb." he said as he let go of her and sat back atop his stool.

"Smudge it?" she asked incredulously, unsure of what to do. He nodded and mouthed a "Yep" over and over again. She turned back to the page and pressed her thumb atop the black graphite. Slowly she rubbed and the grey began to spread out, no stroke marks visible. A layer of grey smudged across the nose and she recoiled back to look at him.

"Like that?" She asked. He grinned at how he was helping her for a change, lest it be the norm where she helped him with Homework or cooking or creating a cure for a Lizard virus...last one was a big ask. He jostled his head and looked at her drawing.

"Yep, like that. Now, on the photo, which bits are darker?" he rested his chin atop his fist, studying her. Gwen looked at her phone and the photo of Peter.

"Umm...there..." she shaded a darker, heavier spot on the corner of the nose. "...And here..." she shaded another spot just at the crease in the nostril. "...and yep, one there." Gwen looked up at him and firmly pressed her lips, fingers fidgeting with her pencil. He grinned at her as her black smudged fingertips brushed a lock out of her eyes, leaving a black streak across her brow. He laughed gently and licked his finger tip, leaning forward and pressing it to her forehead.

Gwen recoiled from his saliva thumb and shoved it away. "you've umm, you've got...Pencil...on your forehead." Peter grinned at her, his nostrils flaring and skin crinkling. Gwen mouthed an "oh" and rubbed it away herself with the back of her hand.

"Did I get it all?" she looked from her palm's back, eyes up at him. He gave her forehead one more sweep with his thumb and it turned to a gentle caress that moved up into her hair, stroking her golden locks. Their eyes locked passionately and her green began to ooze into his chocolate brown, each vibrant strand of their complex irises intertwining. Peter's hand raked through her hair and a darkened heat settled in his eyes. Gwen wet her dry lips and gulped to water her dusty throat.

Quickly they both snapped back to reality and looked down at the table, Peter's hand quickly retreating from her hair. "Yeah, yeah-no-yeah, y-you got it all." Peter grinned at the table. Gwen nodded to herself and set her eyes on the drawing.

"Yeah..." Gwen puffed air through pursed lips. "So..."

"Right yeah, okay...Now smudge the darker spots and blend them into the lighter ones, b-but_ really_ gently." Peter explained as he looked up from the table, raking a hand through his wavy hair. Gwen nodded once and pressed her thumb to the paper, smudging it. As she worked, he looked down at his lap and pulled his phone out. The screen flashed to life and he entered the password, thumbing across the screen and the background image of him and Gwen cuddled together. He shook his head and opened up the notes segment. A small folder opened on the screen called: _Reasons_. He had a tally of reasons to give up Spiderman. So far he had a rather short list:

_*Protects Gwen and her family._

_*Can focus on School and University, get a better job and pay._

_*Aunt May won't have to worry so much._

_*Won't have to sneak out of Gwen's at six in the morning._

_*No. More. Secrets._

_*Possibly less Meatloaf._

He sighed to himself and flit his eyes up to look at Gwen. She seemed so at peace when he wasn't in danger or injured. He wouldn't have to stumble through her window at god knows what hour with a blood flooding wound and a dizzy brain. He wouldn't have to worry about her being in harms way. But of all these reasons, he never gave the one he truly knew he wanted to write. The selfish reason to give up Spiderman. He looked at the phone and tapped away.

_*I..._

He looked back up at her as she studied the drawing and photo, smiling to herself for the first time in art class. He grinned and looked back at the phone, mind made.

_*I love her._

He gulped over a heavy lump and shoved his phone in his pocket, looking up at her. "How's it going?" he grinned. She smiled and nodded, looking up at him.

"Pretty good, look." she swivelled the paper to face him. The nose looked like a noire coloured photo. She'd used an eraser to highlight the reflection points of his shiny skin, white lines working up through the black and grey smudges. It looked three dimensional on the paper.

"Pretty good? Gwen th-that's amazing! I-I-I...wow, you're amazing." he smiled at her. Gwen jutted her chin out at him boldly and proudly.

"Well, I had a pretty good teacher." she smirked as she leaned closer to him. He tilted his head and wet his lips, closing his eyes.

"Oh yeah?" he retorted. Just as their lips almost brushed, feeling the crackling energy between them, she reeled back and shrugged, opening her eyes.

"Yeah, Mr Adams. He's a good art teacher." she laughed as Peter shook his head and grinned at the desk. "What? Oh you thought I meant you? Oh wow-yeah-no-yeah, you were...you were...Phenomenal!" she made a big over dramatic display. Peter nodded sarcastically at her as he struggled to battle his large, face splitting grin.

"Phenomenal huh?"

"Absolutely, One hundred percent, Phenomenal." She pecked his lips. "Thank you, in all seriousness though. I couldn't have done that without you." she smiled. He gave a heaving nod that made her laugh and leaned across the table, pulling his artwork over so he could stay sat beside her.

"You are welcome, miss Stacy." he bumped his shoulder with hers. Gwen laughed and shook her head, trying to hide her laugh.

"Miss Stacy huh? Well, Mr Parker, I have one more question..." she bit the end of her pencil, teeth denting the wood.

"What's that?" Peter looked up at her.

"How do I draw the rest of it?" she moaned, pouting at him. He cackled and leaned against her shoulder, shaking his head to the ceiling. "I'm serious, come on, help me-help me-help me..." That went on for the rest of the hour...

...

Daniel Lugo, the officer in charge of the Goblin case, looked over all the files littering his desk. A mind numbing array of white crisp papers, freckled with millions of black letterings, fanned out across his desk and he ran two calloused hands down his face, rasping against his stubble. He yawned and raked a hand up through his short blonde hair.

Two hands slapped on his back and jolted him awake. He flit his eyes up and swung his chair round at Paulie. His paunchy friend laughed and rubbed his chin. "Wakey wakey pal, we're gonna do a coffee run, you coming?"

"Nah, I got so much damn paperwork to do on this Spider and Goblin case." He yawned and covered his mouth with the scarred back of his hand. White hard tissue formed across his knuckles and patches of aged burns curled up his arm and disappeared beneath his shirt sleeve. "Grab me a coffee though would ya?" Danny smiled at Paul. He grinned and held out a fist, which Danny punched.

"You got it. Two sugars and milk right?" he called over his shoulder. Danny thumbed up to him and swivelled his chair back to the desk, huffing. Danny itched his arm and yawned again, a spray of saliva juicing onto his dry tongue. He clapped his mouth and shook his head to wake up. Being up for twenty four hours straight was hardly an easy job, even back in his military life. He pressed a palm to the files and swiped them all aside as he landed on a certain file: Gwendolyne Stacy.

She had become an interest in this case of recent after the Goblin attacked her family at the Festival, and they were under police protection until the Goblin was handled, and Spiderman. Even though the Commissioner had believed that he was a good guy, the vast majority of New York city new better. One man's opinion does not rule over the vote of thousands. Sure these people may be being brainwashed by the Bugle's hateful spreads on the vigilante, but Danny had to agree, that ever since Spiderman showed up, a vast amount of powerful monsters had stemmed their way into Manhattan.

He flicked Gwen's file open and smiled at the Family friend's photograph on the top of the page. A family photo Danny had supplied from a Christmas party a year ago. In the shot was Danny and George hugging Gwen in the middle, a giggling expression on her squished face. Danny flicked the page over and read about her new life. A job at Oscorp, one of Midtown Science's best and receiving a glowing reference from Dr Connors, which she refused to use and had it given in to the police as evidence in Connors' now closed case. He read about one thing that stood out: Relationship partner: Peter Parker.

Peter was of great help during the now closed Ben Parker case, his killer locked away in a dank cell. Since Spiderman captured him on the bridge, something kept settling in his brain, like a fungus that kept growing back. Just how big of a help was this Parker kid? He remembered what he said after the chat with Ben Parker's murderer:

_"No way this Parker kid is Spiderman"_

Danny shut the folder and slung it under his arm along with a few others as he stood from his desk with a groan. He studied himself and pressed a free palm to the table, peering down at his legs. He reached down and hooked a finger under the hem of his right trouser leg, pulling it up to the knee-the mechanical knee.

His prosthetic leg clicked and whirred from under the carbon fibre coated piston. He sighed heavily and bit his lip, dropping the trouser leg and making a beeline to the door, pushing through the swinging glass frames.

He left the elevator and paced through the lobby to the exit, swivelling around the glass doors and stepping out into the cold streets of Mid day New York. The bustling streets of New York roared with thousands of overlapping sounds. Voices, car horns, engine thrums, car backfires. Every time he heard the loud bang of a car backfire, he still gasped and jolted with shock. He scratched at his left arm and made his way through the streets with the folders under his arm. Wearing just a blue buttoned up shirt and suit trousers, he nodded to people who made eye contact and smiled warmly, even greeting a "morning" to a few who said it back.

He slid a hand along his buzz-cut blonde hair and stepped across the street, looking left and right as yellow cabs funnelled through the fog rising from the vents. He skipped up the opposite curb and regretted it as his mechanical leg hissed and whirred loudly. Danny grit his teeth and gave the mechanical burden a weak kick, trying to get it back in line and behave.

He stepped into a nearby dark alleyway, sunlight banished from this dank and cold slice of brick and concrete. He paced around the back of a nearby dumpster and huffed a heaving breath as a shadowy figure paced out of the dark, huge boots thumping. The green metal plated hand took the folders and he perched atop his hovering Glider. Danny gulped and looked left and right, nervous to being caught. The Goblin flicked the folders open and skimmed his eyes across the pages.

"You did good Church, you did real good." He grinned to Danny - real name being Andrew Church. '_Danny'_ shrugged and wet his chapped lips as he bounced on his toes.

"So, this all you need?"

"As of now? Yeah, I can work with this. You did good on getting me the Stacy family documents. Made it easy to get her home address." Norman grinned as he hopped off the Glider wing with a thump. "So, she's intertwined with this Parker kid, huh? Wonder what Spider'll make of that." he shut the folders with a clap. Church looked up.

"What? Gwen's with Spiderman? After what happened with her father?"

"What d'ya want me to tell ya. She likes guys in tights." Norman cackled as he paced around Church. "You just keep feeding me the information I need, then...when those pesky Benefactors are dead, we'll both have what we want, right?" Goblin grinned. Church peered down at his decapitated leg, grimacing at the mechanical growth that took its place.

"Yeah. Extremis'll work, right? I mean...I-I don't wanna end up like those other soldiers who got blown up or turned into bombs."

"You won't. I've got...heh...a few favours with Oscorp, I'll get them to perfect it, then we're both set and we go our separate ways. Capiche?" Norman said to him, crossing his huge mechanical arms. "And don't worry bout the bug, that gets taken care of soon. I gave him the vial. He'll make his choice soon enough, either way he's done. I've got him right where I want him."

Church nodded and gestured to the files in the Goblin's grip. "Those are all the files I have on the Benefactors. Copied them all so no one knows they're missing. We're all good." Church nodded and grinned. Norman flicked them open and studied the files. Church pointed to the page.

"That is: Richard Evans, leading director at SINIAT's Weapon research. They took the Extremis project there, from what we know. All other information is out of NYPD's grasp." Norman rubbed his grotesque chin, his green scarred skin flaring as he set his eyes on the photo of the man he was after. "Richard..."

"And this, is Heather Langhorne." Church flipped the page for Norman. "She's the main funder for his work and does the books for the company, meaning they syphon out cash to line their own pockets without the Tax man knowing. She just marks the missing cash under Research funding, which is classified to US military, which brings us too..."

Church flipped the page again. "...James Rhodes, the Iron Patriot. He's been tasked with protecting them until...well...you...vanish." Church laughed. Norman cackled to the sky and shut the folders.

"They were willing to condemn me while they line their own pockets?! HAH!" he shook his head and ran a hand across his elongated Goblin ear, only one long metal device to his left ear, the other...still in Spiderman's grasp. His green eyes glared at Church.

"Keep me updated Church. These people will die, mark my words."

"Don't worry about the cops. I'm the one investigating your case. You're good to go." Church nodded. "Just...Gwen's an old family friend...I-I know they don't know me by my real name but...it's better that way. The past is the past, you know? Please don't hurt her."

Norman stepped up onto his Glider, folders in his tight grip. "If Spiderman does as I say, I won't have to." and with that he flew up and out of the top of the alleyway, a sonic boom echoing in the distance. Church nodded, straightening his badge reading: _Officer Daniel Lugo_, and made his way back towards the N.Y.P.D Headquarters.

...

School flew by as the sun just seemed to yo-yo from one horizon to the next in a matter of minutes. As hundreds of students vented out of the school gates, either clambering into Yellow skinned Buses or into Parent's cars, it seemed that only Peter, Gwen and Harry were walking home together.

"Alas, the third wheel." Harry grinned at the pair, hands conjoined. Gwen grinned smugly at Harry then to Peter, who jut rolled his eyes.

"Oh come on dude, lighten up. Hey, how's your Dad doing?" Peter asked. Harry gave a weak shrug.

"Eh, I mean he seems a bit better, but he's always out on business. Apparently there's this meeting he's gotta go to with a group of Benefactors or something." Harry shook his weary head. Peter's smile vanished at the mention of Benefactors.

"Benefactors huh?" Peter raised an eyebrow.

"Yeah, some big Oscorp breakthrough thing."Harry gesticulated with wavy hands. "Oh well, at least he's keeping busy."

"Yeah, that's always good." Gwen nodded with a smile. Peter pulled her against his side slightly and she giggled gently. Harry rolled his eyes and Peter caught sight of it.

"Come on Harry, there's gotta be someone you like at school, right?" Peter inclined his head. Gwen nodded, brushing her bangs out of her eyes.

"Yeah, come one Harry, who gets you all fluttery in here?" Gwen prodded the spot where her heart was. Harry shrugged and ran a hand up through his combed hair. Peter and Gwen both looked at each other and shrugged simultaneously.

"Well...I guess...I mean...Mary Jane's pretty hot." Harry blushed as he eyed the moving pavement beneath him. Peter and Gwen both groaned loudly, startling Harry. "Wha-What?"

"I love her to bits, but MJ is a _nightmare_ with relationships, seriously." Gwen raised a hand to solidify her statement. Harry scoffed at Gwen.

"Oh come on, she can't be _that_ bad.." He studied both Gwen and Peter's neutral faces. "...R-Right?" He winced, and then Gwen cleared her throat, hand out before her as she began to count off something atop her fingers.

"Lets see, Richard Curtis, Andrew Penning, Tony Pearlman, David Wesker, Amy Evans, Karl Matthews-"

"Hang on, hang on, hang on...Did you say, Amy?" Harry shook his hands up in shock. Gwen nodded and rolled her eyes dramatically.

"She was going through a phase."

"Oh right, that lasted a week!" Peter injected into the conversation, a laugh behind his grin as he let his free hand run up through his hair. Gwen gave a _Well-that's-true_ nod and bob of her eyebrows. Harry blew air through his lips and eyed the tarmac again.

"Okay, okay, you've made your point."

"What about Chloe?" You were happy talking to her in English today." Peter gave a lop sided grin as Harry punched his shoulder, grinning back.

"Shut up. W-We had to parter up, that's all...But, I guess she _is_ cute." He defended sheepishly. Gwen mouthed an _'aww'_ at him.

"Yeah, you should totally ask her out, she's a real nice girl." Gwen nodded to him, eyes boring into his. Harry grinned weakly and eyed the hand holding pair. He adjusted his shoulder strap bag.

"You think so?"

"Yeah, Chloe is single, she's got a heart of gold...what could go wrong?" Gwen smiled. Peter nodded to him. Harry sunk his head down into his shoulders and kicked a pebble up the tarmac.

"I...I don't know. I mean, what if she shoots me down?"

"Harry, let me give you some advice..." Peter said, Gwen snorting. Peter eyed her with confusion. "What do you mean - _snort_?" he mimicked the sound she made, tensing his throat and pressing his tongue to the roof of his mouth. Gwen shook her head, patting the hand she was holding.

"No, no, you go ahead, give Harry relationship advice. I mean, tell him how you got me?" she raised her eyebrows challengingly.

"What, I asked you out!" Peter defended, his voice rising a few octaves.

"Oh yeah, sure." She cleared her throat, readying herself to mimic him. "Oh hey, we should...yeah...I mean...only if you...maybe...umm...err." she put on his monotone voice and ran a hand through her hair repeatedly, also running her bottom lip over her top one several times, trying her best to re-enact his many mannerisms. She broke down and giggled as he lulled his head back. "I mean, come one, some time this century." she rolled her eyes and shook her head at him. Harry laughed till his sides hurt.

"Oh god, that was spot on!" Harry wiped away a stray tear and Gwen laughed with him, Peter caught in the middle of the abuse.

"_You_ said it was cute!" he laughed at her, pointing to her chest. Harry laughed to the side of the pair bickering.

"No, it was-it was cute. But I had to help you out." Gwen jutted her chin out at him.

"Oh yeah?"

"Yeah, cos otherwise we'd still be stood in that hallway trying to ask one another out." She shrugged matter-of-factly. Peter went to start another point, the air just leaving his lungs.

"Anyway! So you think I should ask Chloe out?" Harry raised his voice.

"So you like her?" Gwen asked, peering around Peter's chest to see Harry.

"She is really cute. I like her hair...and her eyes..." Harry blushed like a child.

"Why d'ya think I put up with her?" Peter thumbed over at Gwen, who punched his shoulder, seemingly sending a vibrating laugh erupting from his grin.

"Okay, _you_ don't get a goodnight kiss tonight." She threatened, like berating a child for catching them red handed in the cookie jar. Peter whined and threw his head back.

"Okay, okay, I'm sorry, I'm sorry." he repeated, holding her hand so she couldn't let go. Harry shook his head at them both squabbling.

"I should shave my head and wear two eye-patches, just to get back at you!" she thudded a finger at his chest.

"If this is what I have to look forward to...forget it." Harry grinned. His smile dropped as he saw the jet black limo parked up by the side of the road opposite. "Well, this is my stop. I'll see you guys tomorrow, yeah?"

"Yep, see ya Harry!" Peter called as Harry took off towards the black limo parked down the street. Peter and Gwen carried on down the now darker street. Gwen clung to his hand angrily.

"I didn't mean it." he moaned, Gwen ignoring him. "I love your hair, and adore your eyes, I love every inch of you...but your personality is the most beautiful part of you." he kissed her temple. Gwen grinned and bumped her hip to his, his lop sided grin stretching across his face.

"Okay, you can get a kiss tonight." she rolled her eyes. "Honestly, the things I do for you."

"I know, I know. Love you." He pecked her cheek as his hand left hers and wrapped around her shoulder, pulling her into his warm side. She would put hers around his back, but his skateboard and backpack made that impossible, so instead she let it hand uselessly between them.

...

Night time owned this city now. Black inked in through the edges of the sky and the deep dark aura of swirling blues and purples became prominent with the freckles of countless millions of glowing stars. Millions of headlights moved and danced like blood through the many intertwining veins that made up Manhattan's streets. Skyscrapers stood tall and prominent, nose to nose with one another like a tense game of Chess. King and Queen pieces were some of the tallest and proudest, The Empire State Building, and the Chrysler Building.

Sat atop the concrete eagle head on one corner of the Chrysler tower, Spiderman crouched in his newly finished red and blue suit. As a final outing as Spiderman, Peter decided to do it in style, finishing the suit himself and swinging out early to catch a grand total of eleven criminals, all webbed up above N.Y.P.D headquarters.

But now, he was alone, and his vantage point atop the eagle head was laid to waste as he eyed the vial rolling in his rubber suited palm. The blue liquid sloshed back and forth in the glass cylinder and he breathed a heavy sigh through his mask.

"Will I be letting you down?" Peter mumbled as he peered up at the brightest star in the sky. He swallowed hard, the rubber veins atop the Spandex bobbing on his throat. "If I give up my power...my responsibility...will I be letting you down, Uncle Ben?"

Peter got no such reply and grew angry. Why couldn't someone just tell him what to do? Why couldn't someone just jam the vial into his wrist and make the choice for him? He peered back up at the starry cold sky. "S-Say something..." he whispered. He suddenly stood up, fists clenched at his sides. "Say Something!"

"Do something!" Peter shouted to the sky, wanting anyone to speak to him. Anyone to tell him that this was in fact the right way to go. "Show me something, anything!" He peered down as his anger subsided and his throat grew raw. The vial sat in his palm, the blue fluid sloshing. Peter huffed and closed his fist around the vial, peering up at the huge city. The Goblin was right. As he looked on, he heard no sirens, no wails, no screams. This was the first official outing of Spiderman since Christmas and since then, it was only a few small criminals and the Goblin's attempts on the Benefactors. Peter sighed and suddenly felt very claustrophobic in the Spiderman suit, like it didn't belong any more. He knew the day would come where he'd have to give up the mask, he couldn't be him for ever...but he never thought the day would actually come.

He smiled happily to himself at the phone sat on the eagle head. He knelt down and knuckled the screen, watching it illuminated in the low light and show a wonderful image of Gwen and Peter cuddling, his arms tight around her. He wanted that future with her, where she was safe, where he didn't have to sneak out at six in the morning, where he could be with her, and not just sat by her listening for sirens.

Peter had made up his mind. He picked up his phone, rammed it in his pocket and leaped off the tower, hurtling downwards through the icy winds till he shot a web up and swung around the side of the tower. He needed to meet the Goblin one last time.

...

Norman sat at the Dinner table. Even though he was still using the Goblin serum with every Glider outing and suit use, his skin was improving, as was his condition, though slowly. He didn't have that time though. He dabbed his mouth with his napkin and looked from the table to Harry slumped over the sofa, flicking through the channels on the TV. His socked feet flicked over the arm rest and he dropped his hand to his chest.

"Hey Dad, you seen the news?"

"No, what's that?" Norman cleared away the plates to the kitchen, putting them in the dishwasher.

"That Spiderman guy's done something! Hah, that's cool!"Harry called from the other room. Norman dropped a glass with a smash, jolting him awake at all the small glass shards on the floor.

_Spiderman, huh? Looks like he didn't accept our offer!_

"We don't know that." Norman huffed to himself as he swept the glass up. Harry ran into the Kitchen, eyeing his kneeling father and the sea of smashed glass.

"Hey, you okay?" Harry rested his hands on Norman's shirt shoulders.

"Huh? Oh, yeah, just getting clumsy. I'm fine." Norman smiled as he dropped the swept up glass into the bin. Harry gulped and nodded as Norman stood before him, wiping his wet hands on a towel.

"Another episode?" Harry gulped. Norman lifted his chin with his thumb, but Harry carried on. "You didn't pass out did you?"

"I'm fine son, okay? I'm glad you're here to help me." He smiled as his son wrapped his arms around his Dad. Norman was thrown off by the hug, but soon sunk into it, hands around his son's spine. Harry decided now was the perfect time to spill about his troubling thoughts that had plagued him ever since Norman sent him off to Boarding school years and years ago.

"I'm sorry Dad, a-about Mom...I-I-I didn't mean to, I mean-

"Hey, I was so very wrong to blame you for what happened, okay? It was an accident, and she chose to save you, alright?" Harry sniffed and eyed the floor. "Harry, your Mother died so that you and I could live. Lets make sure we can do that for her, yeah?"

"Ye-Yeah, O-Okay Dad. I always thought you hated me for what happened." Harry trembled. Norman shook his head.

"I needed someone to blame for the car accident, and I took it out on you. I was selfish, and a horrible, horrible man, but I'm trying to be better, okay? I'm _going_ to get get better...I can fight this illness." Norman heaved a gulp. "If not for me, for you."

"I just...I miss her." Harry shrugged, wiping his wet tracks. Norman nodded.

"I do too, all the time." He smiled weakly at Harry. "Now, what's this Spiderman thing?" Norman blew a shaky breath, desperate to change the subject. Harry led the way to the living room, Norman behind.

_So...a little delve into the Osborn past huh? A car Accident? What happened there Norman?_

Norman ignored the Goblin rummaging through his brain and looked upon the TV. His eyes widened. The News broadcast showed a helicopter air-view of Brooklyn bridge, searchlights painting white light on the silver strands of web that made an intricate pattern across the support cables.

_"It appears that Spiderman is trying to send a message to someone, we have no idea who."_ The TV news presenter spoke through the screen. Harry grinned at the web on the Television as he slumped back into the seat. Norman simply stared at the TV screen.

_"Meet me."_ was weaved into the webbing in huge letters, a clear message to Norman.

_So, the bug wants to meet, huh? _

"Harry, I've err...I've got to go in to work for a bit. A problem with one of the Biocable orders." Norman feigned an annoyed huff as he threw his coat on and made a beeline for the door immediately. "Don't worry, I'll be back."

"You okay, Dad?" Harry peered over the arm chair. Norman smiled at him.

"Yes Harry, I actually am. Wonderful things are coming...Wonderful things!" And he left into his study to grab his "shoes" Harry shrugged and looked back at the screen, unable to hear the bookshelf sliding open to reveal the Goblin lair.

"I'll be back late tonight! Don't stay up late!" Norman called. Harry never took his eyes off the screen.

"I won't!" He was too engrossed in the show he was watching to not hear the front door shut.

Norman stepped into the room as the shelves shut behind him and he injected the green fluid into his veins, feeling his muscles strengthen and his skin blotch and scar. His nose extended as did his ears and frayed hair. He stepped into the mechanical armor and the Glider lifted up towards the opening roof above, moonlight glimmering across the Green armor.

...

Peter activated the beacon on the Goblin earpiece and watched the green light start blinking. Now all he had to do was wait. He swung through the decayed and rotting wooden window frame of the derelict Hudson river Harbour house. The large wooden half sunk building was diagonally propped into the crystal clear water. Barnacles freckled the soft water logged wood and the spine of the structure was bent and twisted, making the building warp over the years and slowly sink diagonally into the Hudson river. Frigid cold water lapped gently against the wooden beams and licked away at the rotting frames, eroding the building more and more with each passing minute.

A lone boat bobs gently next to the derelict structure, a single bell ringing rhythmically with each swaying lap of the rivers calm waves. The distant Statue of Liberty stood tall and proud against the black night horizon, her elegant green hand held up to the sky, clutching the flaming torch that illuminated with a soft amber glow. Silence echoed across the Hudson and the frothing lap of the water against the wooden Boat house made a loud churning hiss. The trickling tingle of the water's voice harmonised across the floor-less wooden house, the water below reflecting blue aqua auras of wavy light against the wooden ceiling.

Peter stuck to the nearby wall and shot a web from one creaking wall to the other, sticking the two cables together. He walked out across it to the centre and shot another pair of cables out each opposite way, sticking those ones together too. Eight more of those cables shot out of his wrist launchers and with some fine tweaking and inner cables, he'd made a perfect web to lay back on.

Peter lay on the bouncy web, with one Spandex hand behind his head, both his blue rubber coated legs crossed. His other hand was in his lap, holding his phone. His gloved thumb swished across the screen as he played the video game "Bubble pop."

He paused the game and closed it, opening his messages as a new one made the phone vibrate violently in his hand.

_Gwenny Stacy Xxx:_

_Hey, when are u coming over? I want to show u my new boots ;) xxx_

Peter smiled beneath the mask, making the red rubber stretch. His white mesh eyepieces set wide against the phone's illuminating screen. The soft trickling of the flooded ground below soothed him as did the aura of swirling ice blue reflections on the rotten ceiling. He chuckled with a hidden grin and began to tap a response into the keypad.

_Peter:_

_Sounds great, can't wait to see u model them for me! ;) I've just gotta take care of some stuff first, see u latr? Xxx_

He hit send and laid his head back on the webbing, looking at the swirling projection of water lights on the derelict roof. He held the phone to his chest and huffed heavily. For the first time, he actually wanted out of the suit and wanted to just be Peter Parker and see his Gwen. It had finally settled in his mind what his choice was. So why couldn't he actually inject himself with it yet? Why was he waiting to meet his arch enemy for a friendly chat? Because he was tricking himself into believing he was okay with giving it all up, and it really began to piss him off.

His phone buzzed and he lifted it up, grinning at her response.

_Gwenny Stacy Xxx:_

_Oh? Everything okay? X Hope so. Yeah, Ill see u later tonight then! Yep, Im gonna model them for u! haha, in ur dreams Bugboy! Love u! Xxxx_

Peter grinned and tapped out his response quickly, fingertips drumming against the phone keys.

_Peter:_

_Awww, why so mean? Haha, love u too, so much. See u later! Xxx_

Peter shoved his phone away and drummed his hands on his chest as he watched the dancing reflections on the wooden ceiling. Lunar light ebbed in through the cracks and painted long white lines down the opposite walls. He saw the white disappear briefly and flash green. This was it. Peter sat up on the web and crouched, just in case he was hostile.

Suddenly the ceiling exploded in an eruption of wooden debris and razor sharp rusty nails. The huge hole let a flooding waterfall of lunar light pour into the room and the wooden splinters crashed and splashed into the pooling water below. The Glider was hovering before him emitting a green glow, the Grotesque armored Goblin stood atop it.

"So, nice crib." He grinned. "You wanted to meet?"

"Yeah...I-I...I've made up my mind." Peter rubbed his rubber veined spandex neck. "I think I know what I want."

...

Church looked at his phone, the new message blinking:

_Unknown:_

_He wants to meet at the Hudson River ruin. Get all the NYPD down here. I need him to believe you have all turned on him. A betrayed Hero is more likely to vanish and forget caring for them! _

Church looked over the set of photographs sent after the message showing Spiderman on his web inside the building. Church gulped and slid the phone in his pocket, brushing the mechanical cogs of his leg. He sighed heavily and got up with a groan, holding the folder in his hand. He adjusted his Daniel Lugo badge and paced into the large open room where all the officers were chatting and laughing. His sudden bursting presence made all eyes snap to him.

"Alright! We just got an anonymous tip from several witnesses that the Goblin and Spiderman have been sighted in the derelict Boat House on the Hudson!" he watched the bobbing Adams apples and wide eyes peering back at him. He couldn't help the small smirking curl on his lips. "Now, we need SWAT down there and armed Helicopters to surround the structure, that way they don't escape. We can end this tonight ladies and gents!"

"You want armed choppers brought down on the Hudson? What proof is there that they are really there?" The Commissioner stood in the doorway, all eyes swivelling to land on the bravado man, twirling his moustache. Church sighed and opened his phone, sending the photos to the main computer. He slid the phone away and paced over to the keyboard, tapping away. The Projector ignited and cast a huge image on the wall. People turned towards the wall bathed in light. They all gasped and went rigid.

"There he is, in the boat house, and the Goblin is just out of frame from what they were saying. Sir, these two are working together!" Church shouted as he pointed to the proof photo on the wall. "What kind of Hero works with the Villain? We need him gone, he is not who we thought he was!" Church rallied the room, looking at all the nodding heads and disbelief struck faces. "Sir, we have a shot here to take out both of these guys! The Vigilante and the monster!" Church pleaded.

"Okay Lugo, okay, you've made your point." The Commissioner sighed heavily as he stepped into the room, shaking his head at the images on the screen. One photo showed the Goblin clearly speaking to Spiderman, hovering above his web. "To think I said he wasn't our enemy. George was right. Jameson was right. Spiderman..." The Commissioner ran his fingers under his glasses and pinched the bridge of his nose. "Spiderman is a menace."

"Sir...we can stop him, both of them. Their last fight got a lot of people injured, they wrecked an age old building, the Trinity Church is in ruins! We have to stop them." Church begged. Slowly the Commissioner pealed his eyes off the projection and back to Church.

"Danny, you'll have your choppers. Tell SWAT teams to rendezvous at the Hudson Boat House. Move people, move!" The Commissioner issued the order with a heavy sigh and crack of his vocals. Church nodded and took over as everyone in the room began to prepare, chattering. He slid his phone out.

_On our way._

...

Norman looked down at his gauntlet while Spiderman rambled on, looking at the screen.

_On our way._

He grinned faintly and peered up at the distant camera he had taped to a nearby wooden support beam, taking timed photos of their conversation and sending them to Church. Norman snapped his eyes back on Spiderman.

...But they trust me, so it's my duty to protect them, I mean even the Commissioner said he trusts me, which means the police do! If I work with the cops, I-I-I can help them!" Spiderman said with a beg to his cracking voice. Norman nodded and eyed the smashed window frame every now and again, for any sign of the SWAT. "I...want Gwen safe, I do, I want to just...urgh, be with her, I...I want to just...give up!" Spiderman slumped back on his web. The Glider hovered to the side of the web and Norman crouched on it with a mechanical whir.

"I know you do, I know. But I told you that this city will inevitably betray you! It won't be long now Bug before they grow tired of your shenanigans, and want you strung up...for being different, unique...exceptional."

"No...Th-They'd never do that. I stopped Connors...I saved the city."

"Yes, but now that it's "peace time" as the Mayor proclaims, they won't have a need for a Hero, a Villain in denial." Norman sat on the lip of the Glider, his huge boots dangling and swinging. He just needed to stall Spidey. The Bug peered up through his white masked eyes at Norman.

"What makes you happier? Gwen, or defending these snivelling cowards, who'll soon betray you!" Norman proclaimed loudly, his gruesome voice ricocheting off the wooden walls. His hands fell in his mechanical plated lap.

"Gwen." Peter grinned beneath the mask. "She makes me so, so happy and...wait, why am I opening up to you? You're a damn murderer!" Peter turned aggressive, standing up on his web. Norman stood up on his Glider to full height.

"It's true I chose that path to get things done, self preservation. Soon you'll need to think of that, and I'm not speaking to you Spiderman, I'm speaking to whoever lies beneath that mask!"

"Self preservation?" Peter echoed, looking at the vial in his grip.

"My last words on this matter will be this, Spiderman. Who are you really? Spiderman...or..." He prodded the skin just peaking through a faint rip in the mask. "You there, behind it. Who do you want to be more, and what do you want more?"

"I want..."

Suddenly rotors clapped and both of them looked up sharply, Norman feigning surprise. He hovered his Glider up to the window hole. "I don't believe it!"

"What? What's going on?" Peter asked, head frantically darting left and right as the rotors grew louder.

"They've proved me right. Hah!" Norman cackled, watching the predicable silent SWAT men clad in black stacking up behind crates and clambering up rusty ladders and onto old catwalks. Helicopters circled around the abandoned Boat House, blasting long beams of white search lights onto the structure, painting darting white circles onto the walls. A mist of sea water sprayed up under the rotor down-blast. "The people of this city have made their decision on people like you and me..."

He sobered and looked down at Peter. "They've betrayed you."

* * *

**Authors Notes: Well, this was a long complex chapter! Norman manipulating Peter to get what he wants, the introduction and plot twist of Danny/ Andrew Church, Harry and Norman development...It all gets interesting! Don't worry though, plenty of fluff to come, and a stand alone one shot of Gwen and Peter (Rated M, if you know what I mean) hehehe! Love you guys and stay tuned! Please let me know what you think so far! Your input is always greatly recieved ;) - Dave**


	16. I won

**Author's Notes: So...Yeah...This. This is the most gruelling Chapter I have _ever_ written. Seriously, this is one hell of a Boss Battle, hah. I hope you enjoy this. Really, I do. I cannot wait to hear feedback on this one! Gah it's so good! I am so proud of this fight! - Dave**

* * *

**Chapter Sixteen: I won.**

**...**

"Gwen! Gwen, come look at the news!" Her mother cried, muffled down the hall and through the thick concrete walls. Gwen huffed and stopped typing her report for Oscorp. Her internship was starting again next week under the care and guidance of Dr Kaidan Selvic, an Ex special forces operative turned impressive Genetics researcher. A man in his late fifties, silver grey hair and a chiselled chin, crinkling creases across his tanned skin, age whithering through his bravado stance. He had quite the presence, given his history and appearance.

He was nice enough in her interview, and gave his deepest sympathies for her Father, yet there was a hefty chunk of fear that Gwen had for him. He wore an eye-patch over his left eye, which he apparently lost during a raid in the Falklands war nearly forty years ago. He was English, Midlands born from what he said. He spoke very highly of the country, and even told her about the opportunity's to go and study at Oxford University.

Since then, Gwen's mind has been harrowed with the idea of leaving this place, leaving her family and friends to study abroad for two years. To leave Peter...She gulped and shook her head, coming back to reality as her Mother barged in through her door. Gwen swivelled in her chair.

"God, what?" she huffed, flicking her ponytail off her shoulder. Helen thumbed over her shoulder to the living room.

"The Police have cornered Spiderman and the Goblin...thing!" she panted. Gwen sat up sharply, eye filled with horrific dread.

"What?!" she tried to stifle the octave hammering shriek that her heart bled out. Helen raised an eyebrow and Gwen coughed into her fist. "W-What?" she said, slightly calmer. Helen turned her attention back to the living room as she padded back down the hall. Gwen followed suit, wringing her fingers together and trying her hardest to swallow over the rock of emotion lodged in her throat. She was losing the battle when she neared the end of the long hallway, hearing the television's volume growing louder with ever pad of her socks on smooth wood.

Gwen stood behind the three seater sofa and gasped at the TV, as she watched the live footage of the Helicopters hovering around the abandoned Hudson boat house. The rotting wood illuminated bright white under the flaring search lights. Helen sat down besides Phillip, as Simon didn't and couldn't watch his hero being hunted.

_"The NYPD has released a statement claiming that photographic footage of the Goblin and Spiderman working together led them to this place, and now they have the duo cornered."_

"Working together? W-What, P-Spiderman would never work with someone like him!" Gwen huffed, crossing her arms over her hoodie chest. Helen shrugged and looked over her shoulder.

"Apparently everyone has there secrets, right?" Helen said slowly, giving Gwen a knowing look that made her heart freeze. She looked away from Gwen and sipped at her wine. Gwen eyed the back of her brother's head and sighed heavily, going back to her bedroom. She quickly slipped passed the door and grabbed her phone, dialling Peter's number immediately.

"Come on, come on, come on, pick up!" she hissed, bobbing on her toes. The dialling tone continued to buzz in her ear monotonously, each time making her heartbeat faster and faster.

...

Peter could feel his phone vibrating in his pocket, but only on a low subconscious scale as he perched on his web, head flitting left and right, red spandex tight across his tensed muscles. The Goblin hovered by him, his green eyes currently tracking the Helicopter as it slowly circled the boat house, white light trickling through the holes and gaps between rotten boards. Dust filled the moving beams of light and cast them in solid rays. The Glider pressed against the wall and Norman placed a mechanical coated hand on the soggy wood, narrowing his green eyes to peer through the slits in the wood. Red and blue lights flickered and a variety of armed black clad soldiers took positions.

Peter looked up at the Glider hovering beside him. "They've finally come to get you, both of us." The Goblin sneered.

"God, I was so _stupid_ to come here!" Peter slapped his red Spandex head, looking at the blue vial in his other. The Goblin crouched on his Glider, grinning at him, white light revolving around his face, highlighting different shadows across his grotesque expression. He grasped Peter's head and tilted it to face him.

"See? Sooner or later, they grow tired of the Hero, and want to right the balance. Here we are, two unique enemies who are about to become extinct!"

"I have to get out of here, I-I gotta go." Peter tried to push the Goblin away.

"Noway out on your own." Goblin sighed, rubbing his face. "Look, we have one way outta this. You want to go home to your friends, your families, while I need to get outta here and hunt down the Benefactors who betrayed me and left me for dead."

"Yeah, I know, you go on about it _all_ the time." Peter rolled his concealed eyes. Goblin snickered and crossed his huge arms.

"We work together, or we die."

"I am _not_ working with _you,_ you're a murderer! W-What was I thinking, accepting _this_...from _you_." he threw the blue vial at the Goblin, who caught it in his huge gloved palm. "Knowing you, that's a damn poison, not a cure." he shrugged. The Glider quickly hummed down to hover before the webslinger.

"This, is your ticket out of this life." He held the vial between pinched fingers, dangling it before Spiderman's eyes. "Look at these people!" he sharply pointed over his shoulder at the shattered window frame, seeing the hovering armed Choppers and soldiers, search lights flaring against what remained of the dirty brown glass.

_"Spiderman! Goblin! Come out with your hands up, and surrender yourselves, or we open fire! You have five minutes to comply!"_ A man with a megaphone roared, echoing through the night.

A bright white flash filled the room as a passing search light loomed by, soaking both Peter and the Goblin in damp light. "They are here to kill you! They are here to take your mask, and parade it through the streets! I am done trying to convince you, I've given you your choice." he dropped the vial in Peter's gloved palm. The Glider hovered up and he turned his back to Spiderman.

"These people, they've made their choice, and us? Hah, we lucked out." The Goblin faced him. "Hear that? The roar of the rotor blades, the shouts of angry men and women, waving guns and grenades? In another life, we'd have been the Frankenstein's monster, and they'd be the angry villagers toting pitch forks and torches!" Peter looked at the vial and gulped. "We don't have a place in this world, because our unique abilities make us different, and being different makes them scared. It's human nature to be afraid of what they can't control, and so here we are, hiding in a boat house, waiting to be slaughtered." The Goblin slapped his huge palms on his metal plated thighs.

"You and me? We're one of a kind." He hovered before the Spider. "But it's time to give it all up. It's time for you to be like me, and think for yourself, and your family, your loved ones."

Peter looked down at the vial and gulped heavily, the Spandex on his neck bobbing. He closed his hand around the vial, tensing his jaw. He was not like the Goblin, he was a good guy, a Hero. Heroes do exist, it's just a name for someone willing to do the right thing, as oppose to the wrong. He has a responsibility to this city, to his Uncle, and he will see it through. He will protect Gwen and her family from this madman, because if he lost his powers, who could defend them from the likes of him?

Peter suddenly found the gaping hole in the Goblin's logic. For the balance to be restored, the Hero and the Villain must disappear at the same time, or the spectrum shifts to give Goblin the power. This wasn't so he would be out of Goblin's way to get the Benefactors, this was a way to be unmatched and unbeatable, and he was not about to let that happen. He gulped heavily and peered up at the monster who gave an ultimatum that swayed towards Gwen's demise. He was not going to lie down and let that happen. Call it Teenage pigheadedness and stupid obstinate behaviour, but he was too proud and strong to step aside and let countless innocents be killed, including his love. So he made his choice with a heavy heart, and he looked up at the Goblin. He watched the grin spread, the grin of a man on the edge of victory.

"I'm not a man like you!" Peter roared and turned on heel, lobbing the vial out into the Hudson, a small splash sounding as the depths claimed his cure. "I'm Spiderman, and I've been given these powers for a reason, and I will continue to protect this city from the likes of you, not give in to your manipulations!"

"Then you have doomed Gwen Stacy and her family!" the Goblin stood tall and broad on his Glider, his face contorted into fury. His plan had failed. Helicopters roared outside and white beams of light orbited the structure.

"Only if you escape here." Peter vowed as he braced his body for combat. "You think I forgot you nearly killed her once? I still have to make you pay for that!"

"Ah, a man with a heart as heavy as lead! It's a weakness Bug, and I'm gonna exploit it!" Goblin grinned at him.

A Helicopter hovered around the structure and the faint banging of heavy boots on rusty metal sounded. Squads of black clad SWAT officers moved in unison to positions, search lights painting the dead structure in white light. Guns aimed and cocked at the building.

"Sir, they're in there. We have permission to engage? Over!" An Officer with a gruff voice called down the comm channel. He awaited the reply as his squad set up, sliding magazines into their weapons with metallic clicks.

"Whose worth protecting more? The city trying to kill you..." Goblin stated as Peter looked up over his shoulder at the jet black Helicopter staring through the shattered window. His vision managed to acclimatize to the bright search light and he saw the missile fold out beneath it. His Spider sense flared. "...Or the woman you love!" Goblin roared as he threw a Grenade at Peter. It hummed through the air and dispersed into several separate smaller pods. The pods sprouted sharp talons and spun like rotors through the air.

"Ah, great!" Peter sighed as he leaped up into the air to duck and weave through the cloud of spinning Shurikens. As his body contorted and stretched to wave around the hail of spinning bladed discs, his Spidersense flared further, clamping down on his skull.

_"Mission is a go! Engage!"_

Suddenly a missile flew into the boat house and under the Glider, exploding against the wall in a massive eruption of soggy wood debris and frothing water. A titanic fireball climbed up the walls, lapping like fiery ocean waves. Goblin fell off his Glider but caught the lip, swinging himself around and back flipping over onto the top of it again. Peter shot a Biocable to the other side of the building and quickly flung himself off the web as it caught fire and snapped, buckling and sagging into the rising flames. The dark blue night had suddenly taken an amber flickering glow as smoke filled the sinking boat house. Peter stuck his fingertips to the wall and watched the Goblin hovering above the flames.

"You have a nack of making promises you can't keep!" He roared as his Glider wailed towards him around the dark dank boat house, now ablaze. Peter pressed his palms to the wall and pushed off into the air, feet pressing to the wooden ceiling supports.

"Yeah, well those are the best kind!" he grinned beneath his mask as the Goblin growled and threw his fist up at Peter. He tucked around it and onto Norman's back, pulling on his ears.

"My oh my Mr Goblin, what big ears you have!" Peter laughed as Norman swung at him. Another reason why Peter refused to give up Spiderman? He loved it too much. It was a guilty pleasure of helping those who were in danger. Norman grabbed Peter's neck and threw him overhead, the bug sticking to the burning opposite wall.

"You've made a grave mistake, Spiderman!" The Goblin roared as he threw an orange grenade up at the rusty catwalk, blowing the foundations out from under it, rotten metal snapping and buckling from the crackling heat. Black clad soldiers screamed and fell from the swinging walk of broken metal. Fuel had managed to ooze from an old boat across the crystal clear water below and set the water itself on fire.

"No!" Peter cried out in coughs as smoke sunk into his mask. He shot a web and swung across the flames, catching all three of the soldiers mid fall and swooping around the tumbling metal catwalk as it splashed into the ocean of flames below.

He swung out the side of the boat house and landed on his feet, coughing heavily as the three people fell off his back and shoulders. Peter looked back at the burning boat house and saw the Helicopters hover around it, sea spraying up in heaving mists as the rotors clapped. Two more missiles launched through the soft decaying wood and blew the structure apart in a massive explosion. The roof yawned and groaned as it erupted upwards in a titanic spray of debris, the walls crumbling and buckling in on themselves and crushing the innards of the boat house.

"Good riddens." Peter snarled as he watched the structure cave in on the Goblin, yet he did feel a pang of guilt at the loss of a life, a man only trying to find a cure, all because these rich people had left him to die. He shook his head and tried to focus on how this man had tried to kill Gwen, repeatedly.

"Hand's up!" four armed soldiers raised rifles and pointed them at Spiderman.

"What?" he raised his hands over his head instinctively. One of the soldiers pressed a finger to his ear, hidden beneath a black helmet and balaclava.

"Sir, we've got Spiderman in custody."

_"Custody? Son, that man is working with the Goblin! He is a threat, just like the lizard!"_ the radio blared. Peter overheard with his acute hearing.

"Wait, what? Yo, dude, I saved your guys!" he begged but the guns trained back on him. "Look, I-I get it, I do. You guys are still spooked after what happened with Dr Connors, but...I am not your enemy, I swear!"

Suddenly the destroyed rooftop of the boat house exploded again and a Glider flew up through the debris. The Helicopters immediately looked up, machine guns going loud as they blared hundreds of bullets into the night air as the thick sent of melted paint and scorched wood rose with the plume of black smoke.

_Weapons free, weapons free, bottleneck the Goblin into the Hudson, keep him out of the city, same goes for Spiderman! _The pilot's comm channel crackled as the two Choppers gave chase to the Goblin over the harbour.

"Oh no. Gwen." Peter gulped. Quickly, he turned back to the guns in his face. "Please, you gotta let me go." Peter begged.

"I lost my son when the lizard attacked. He turned into a god damn scaly human-thing and died. Where the hell were you then, huh?" the soldier snarled behind the balaclava, only his flaring eyes visible. "No, this city will never be safe until the likes of you superhuman's are gone."

"I...I'm not bad, and I'm sorry about your son, but I'm only one guy, I-I can't save everyone, but I have to try."

"Which means someone has to lose a kid, you son of a bitch." the man cocked his rifle. Peter stepped back and peered up at the web shooter's on his wrists. One of his web shooters was previously crushed by the Goblin, so Peter was having to make do with an old prototype on his left arm. He peered back at the soldiers.

_"We just got confirmation from head office that the Spiderman has been working with the Goblin, photographic proof and sound recordings are a match."_ a voice crackled in the soldiers ears, the other three men nodding. Peter gulped.

"Hey wait, look this is all a big misunderstanding, I-I was negotiating!"

"Sir, what are we looking at here? Take him in to Ravencroft, or shoot to kill." the soldier kept eyes trained on Spiderman. He looked up at his wrist and the prototype was not looking good. Without the protective shell, the circuitry was exposed and water had soaked into the unit. Sparks were germinating and he tried not to flinch.

"No, do not engage unless he makes any sudden moves. Ravencroft want him alive-"

"I'm done here, see ya!" Peter hollered as he leaped up into the air, '_thwipping'_ a Biocable to the side of a rusty crane and swooping up out of the crackling gunfire. Bullets pinged and skimmed off of the orange stained metal and one of the rounds sliced up through Peter's right shoulder. He grimaced and his left hand instinctively came up to cover the wound, feeling the hot sensation of blood soaking his suit. He stuck to the side of the crane and ducked behind cover to quickly click the nozzle of his launcher to a spray, webbing up his shoulder in a thick paste.

He rolled his shoulder and groaned before lifting his wrist and shooting a web to the outskirts of Manhattan, feeling it pull tight against a building. He leaped off the tower and began his escape from the Police.

Meanwhile, the Goblin raced low across the Hudson, his Glider wing tips slicing through the water with each sharp turn. A green hue lit up the water below the humming vehicle. The Helicopters were in hot pursuit, machine guns rattling behind him. He growled at how this had gone so wrong. Spiderman was not supposed to be smart! He was supposed to be manipulated into taking the cure and getting out of his way! And now his plan to have the Police corner him and make him feel betrayed has backfired, so now _he's_ in a pursuit.

The Goblin growled as he turned heel on the Glider and leaped off of it, landing on the nose of the closest Helicopter. He sunk his boots into the metal and smashed his fists in through the glass windscreen. The rotors clapped loudly and Norman laughed to match the sound as the Pilots screamed in horror. Norman reeled his fist back and his gauntlet fed a grenade into his palm.

"Say goodnight!"

"And don't let the bedbugs bite!" Peter cheered as he swooped over the river on a tension filled cable. His boots connected with Norman's armoured diaphragm and he fell from the Helicopter, huge armored body skimming across the water in a massive plume of salty spray. Peter stuck his fingertips to the side of the Chopper and looked at the Pilots, who were still dry heaving.

"Yo, you maybe wanna hold the...what is that? A gear stick? How'd you shift in a Choppe-whoa!" Peter fell from the Chopper as it began to spin. They hadn't counted on the Goblin's Glider to carry on without him and shoot two green glowing missiles into the tail rotors, blowing them apart in a violent spray of metal, rotors slicing through the vertebrae of the helicopter. Smoke poured from the tail as it began to spin wildly across the river, the other Chopper backing off. The Pilots screamed and Peter was only hanging on by his finger tips, as the night time skyline of Manhattan orbited them faster and faster.

"Oooh, I'm gonna hurl!" Peter gulped beneath his mask as he hung onto the flailing Chopper, engines wailing in agony. They were spinning wildly beneath the George Washington Bridge, giving Peter inspiration. He leaped off the side of the Chopper and swirled through air, in front of the spinning nose of the Helicopter. He fell with his back towards the river below and pressed his thumb over the barrel of his right web shooter, spraying a thick webbing out either side of his thumb.

The webbing stuck to the underside of the cross-hatched metal bridge and cupped the belly of the Chopper, suspending it in the air with a few strained bounces. The Pilots racked forwards and saw Spiderman splash back-first into the water, disappearing beneath the icy river. The pilots watched as no bubbles popped at the surface and no ripples sloshed. The second Helicopter hovered under the bridge, around the suspended wreck of the last Chopper.

Further back up the river, and the Glider hovered over the water, blowing mist aside in green glow reflecting ripples. The Goblin resurfaced with an angered growl on his grotesque lips, water running off of his boiled and scarred skin. He flared his teeth and blackened gums, clambering up onto his Glider companion. He snarled at the suspended Helicopter Spiderman had saved, sticking it to the underside of the bridge.

"We have a love interest to slaughter." He growled, the Glider taking off towards Manhattan.

...

Gwen paced back into the lounge, phone in her trembling hand. She looked at the TV after finally being able to pry her eyes off the floor. She saw the crackle of gunfire in the harbour and the slinging webs shooting into the city. She gulped and squeezed her phone, chewing on her bottom lip. Peter was in trouble and she felt useless. Helen sighed heavily as she watched the camera lose Spiderman between the buildings. Why was her Mother upset that they weren't hitting Spiderman? She'd had enough of this, she'd had enough of her Mother! Gwen flared her lip and walked around the sofa, boldly blocking her Mother's view of the Television.

"Hey-"

"I don't know if you noticed, but Spiderman has saved our family more times than I can count!" Gwen screamed at her, fists shaking at her side, her eyes wide with fury. Helen scoffed and Gwen's eyes widened further.

"Where's your Father then?" Helen blinked hard to avoid the tears and shook her head at her daughter, getting up and heading down the hall to her bedroom. Gwen's angered eyes softened and she sighed, defeated as she lowered her gaze to her phone. She puffed air through pursed lips and spun round to face the screen, sinking down into the sofa with a thud and a bounce. Phillip looked at her and she looked back at him.

"Hey." she smiled weakly. Phillip nodded and looked back at the TV.

"Hey." he gave his monotone reply. Gwen grated her teeth in thought and looked up at the TV, seeing the Aerial footage capture a spotlight lit up view of Spiderman swinging around the side of a crane and across the Hudson, smashing feet first into a huge green being on the front of a Helicopter. Her eyes widened and she sat up rigid. Suddenly the Helicopter Peter was on exploded at the tail and began to spin wildly, a swirling trail of black smoke bellowing from the wrecked tail.

_"It would appear that this...Goblin's vehicle has - oh no! Yes, it has indeed blown apart the rear rotors of this Helicopter, oh my gosh!"_ the Reporter's explosive voice bellowed over the live footage. Gwen gulped and watched with bobbing knees. She could just make out the tell-tale red and blue figure hanging onto the flaying Chopper. "Come on Peter." she mouthed, chewing her bottom lip, her nerves a pile of wrecks.

She watched Peter leap off the front of the spinning Helicopter as they both vanished beneath the Washington bridge. The spot light illuminated the water and the bridge from above, unable to see what had transpired below. Gwen lifted her nails and began biting them. The secondary Helicopter flew under the bridge through the plumes of smoke.

_"We...wow...we were wrong." _the reporter stated, dumbfounded as the footage cut to another view from below the bridge, showing the webbing supporting the Helicopter. _"Spiderman has in fact...saved this vehicle and all on board from certain death."_

Gwen smiled proudly and nodded to herself, still feeling guilty over yelling at her Mother. She never deserved that. She shook her head clear and sighed heavily. Her eyes retrained on the TV and still no Spiderman had surfaced from the water. The armed NYPD Chopper, the only one left of the two, clad in armed Missiles hovered low and shone a bright circle of light onto the waves, revelling in the clear blue view of the bottom of the icy river.

_"Spiderman...Spiderman has not resurfaced as of yet. W-We can only hope that he has survived...so that the city may apologise for the mistreating of this Hero."_

Gwen's eyes watered and she gulped heavily. She quickly pulled her phone out and hopped off the sofa, speed-walking to her room. Desperately she dialled his number and drummed her fingers on her thigh.

"Come on, come on, come on, pick up pick up pick up, please pick up." She begged to the phone, her bottom lip beginning to tremble at the thought of him drowning at the bottom of the Hudson.

Phillip watched in horror as the TV footage showed a Soldier reach out of the side of the very low Chopper, hand dipping beneath the rotor blustering mist of rippling water, pulling his hand out with a mask in his grip. The search light flit up over the Chopper and the soldier as he held up the mask. The camera zoomed in on the illuminated red mask. Phillip gasped and covered his mouth.

"Hey Phil, we haven't gotten any missed calls from Pe-" she stopped dead and her eyes set on the screen, a thin layer of salty glass coating her green irises. "N-No..." she quivered, hand's cupping her mouth as a lock of gold fell into her eye line.

_"It would appear...that Spiderman might be dead."_

...

The water lapped and rolled over itself as Peter finally resurfaced down the river from the Bridge. He gasped at the night sky for air as his Lungs slowly began to expand again. His hands splashed on the water and his Spandex legs kicked to keep himself buoyant. He spluttered and coughed before looking over at the distant bridge, search lights painting the water in white light. He sighed and run a hand up through his soaked hair, his face drenched with salty water.

He turned his view back to the city and began to swim to shore, each splash of his arms and kick of his legs filling his body with lactic agony, pooling in each and every muscle. He gasped for air after every dip of his head below the water, each stroke of his arms through the icy water sending a violent chatter to his teeth.

He stopped swimming to the shore as rotors clapped. Quickly he gulped in a breath and submerged himself, kicking his legs ever so slowly as he watched the muffled roar of rotors clap overhead, the search Chopper bellowing above. Peter's lungs were crying for air and his internal organs were beginning to choke on the hot Carbon Dioxide that flooded his body. Finally the Chopper flew away and Peter gasped like a fish at the surface, spluttering and choking. He then made his way to the shore.

Peter hauled his tired body out of the Hudson and onto the tarmac shore, panting for air. He pulled his phone out of his pocket and sighed at the water running out of it.

"Oh that's great." he huffed, slapping it to his thigh in defeat. He sat up with a groan and got to his lactic pumped feet. "Gotta get to Gwen's." he vowed, lifting his wrists. The web shooters were soaked, and the prototype was destroyed, all the exposed circuitry damp and sparking. He pulled it off his left wrist and hurled it into the Hudson.

"One left." he sighed, peering at the red device on his arm. He clicked the button and it hummed to life, making him sigh with relief. He reloaded the almost empty cartridge and shot a web up to the outskirts of Manhattan, reeling up into the night sky. The Goblin was furious with Peter's big headed attitude and vowed to hold up his end of the Ultimatum, to kill Gwen. He could not and would not let that happen.

He shot a web up towards the fat silver towers that outskirt Manhattan's beating heart. He had to keep Gwen safe, and he couldn't do that without his powers. What if the Goblin _did_ come back? You can't trust the word of a lunatic, and so Peter refused his offer. The double edged sword had spun around though, and slashed his heart, so now Peter was in a desperate race to Gwen's, his phone dead and only a desperate prayer to give him guidance.

His hair dried out in the cold winter night and his exposed face stung with each icy snap of air. Peter swung from web to web, difficult with only one webshooter. A rumble of thunder roared overhead and Peter had failed to notice the massive Storm clouds that had formed above the city, veins of electricity flashing across the huge weather front. He turned his gaze back towards the city and narrowed his eyes to slits as he neared Gwen's apartment. Please, don't be too late.

...

Gwen paced across her room and tried her phone again and again, still unable to get through to Peter. She pressed the buttons harder and harder, memorising his number with all the times it's filled her screen. She grit her teeth and sniffed through her nose.

"Peter Parker, you had better pick up right now or so help me-

A knock at the window, and Gwen sighed relief. She smiled and sunk her shoulders, lulling her phone into her lap. She turned and smiled broader as she saw his silhouette against the wall. Was he hurt? she hoped not. She could see his stuck up hair against the flickers of lightning and he was sort of hunched over. Oh god, what if he was hurt bad. She quickly shut her bedroom door and locked it, padding over to the window, batting her ponytail over her shoulder. She crouched on the windowsill and unlatched the window, sliding it up. The cold air snapped against her pale skin like an icy bull whip and she shivered, hugging her Hoodie clad body.

"Hey, Bugboy, you okay? I-I saw the news." she smiled weakly. "A-Are you hurt, are you okay?" she wet her lips and brushed her bands out of her eyes as the wind battered her. Peter's silhouetted turned away and Gwen shimmied out onto the rusty balcony, hand tentatively touching the handrail. "Hey, come on. I-I'm sure it'll be fine. The Police...They-they'll calm down, they're just scared of that Goblin...thing." she snarled. She shook her head of the thought and approached him. He seemed bigger...broader.

The rain began to slowly fall, first rain fall of the year, washing away the slushy snow. Lightning flickered and Gwen suddenly didn't feel right. She gulped and gingerly reached a hand out. "Peter?"

"So...Peter, huh?" Norman stepped out of the shadows, Gwen gasping and falling back slightly. The Goblin's huge boots stomped on the rusty metal and he dwarfed her. "Peter Parker...is Spiderman. So...now the truth comes out. I suppose he told you about our little...ultimatum?" his massive mechanical shoulders whirred.

Gwen shook her head and her eyes flit to her bedroom window. She slowly slid her fingers to it and shut it with a dull thud. No way was she letting this man get to her family. She stood up and clenched her fists bravely, jutting out her chin. Her skirt bellowed around her thighs and the rain began to fall heavily.

"No. he did not, and to be honest, I don't care. Whatever you say, I w-won't care." she shivered, and not from the cold. The bruise on her neck was from this monster's grip. Norman cackled, throwing his head back. He ran a hand across his slick back frayed dead hair. Her lip trembled but she stifled it by tensing them together.

"A little fire in you...Hah, I like that." he sobered and the Goblin's permanent grin faded. "M-My wife was like that." he sighed heavily. Suddenly his eyes shone green again and his grotesque grin emerged. "Anyway...I told him that I would cure his powers and give him a normal life, free from people - like me." he pushed a hand to his metal chest plate. Gwen kept her eyes glued to the pacing killer. "In return, he is to stay out of my way and let me kill the two people who betrayed me."

"L-Let me guess. he said no, huh?" Gwen crossed her arms and inclined her head, narrowing her eyes to slits. "Yeah - no - Peter's always been against letting murderers murder people." she snarled, nodding her head sarcastically. The maelstrom had opened up and now the rain was falling heavily, soaking both of them, water running down his armor. Norman scoffed.

"He didn't just say no. The fool threw the vial into the river. Which brings me here..." he gestured to her and her window. "You. Gwendolyne Stacy. You are what breaks Spiderman, you are what binds him together! If I get rid of you!" he pointed at her and Gwen stepped back, her spine hitting the railing. "I get rid of Spiderman. For. Good."

Gwen jutted her chin out and swallowed a terrified gulp. "I-If you touch me, he _will_ kill you. Trust me, Peter is _very_ overprotective of me." She whispered sinisterly at him. Norman grinned.

"That's what I'm hoping for my dear." he smirked. Suddenly his Glider hovered up to the side of the Fire escape. He grabbed Gwen's wrist, tightly, and leaped onto the Glider. Gwen yelped and he pulled her out in front of him, holding her wrist like a toothpick. Gwen's feet pressed atop the sharp prongs of the Glider's blades, trying to keep herself up. Her slipper slid off her left foot and fell between the blades, disappearing into the frothing streets below.

"Isn't it easy, huh?! One wrong move, and it can mean life...or death!" he let her fall forward slightly, making her yelp in fear. He pulled her back up, her spine against his huge metal chest.

"Oh don't struggle my dear, no, don't!" his other hand came around and grasped her chin, making the tiny blonde look up at the city in front. "See, he is gonna come flying down there, almost parting those towers like the red sea!" he cackled. Gwen's eyes pricked and wet tracks stained her cheeks. Her wrist hurt and she felt a bone crack that made her gag. Her tears dropped between the Glider's blades and joined the salty rain that tumbled from the night above. Lightning echoed across the sky and Gwen shuddered as a roar of thunder bellowed.

"M-My wrist, let go!" she begged in broken gags. He kept his eyes trained on the parallel walls of skyscrapers before him. "It hurts! O-OW!" she screamed, throwing her head back, only to hit his shoulder pouldron and almost knock herself out cold. Her vision blurred and blackened around the edges.

"Silly girl. Stay still...he's coming." he grinned, eyes darting between towers. Streaks of lightning banged across the thunderous abyss above and illuminated a silver strand. He grinned wider and Gwen mouthed "no" through tears.

Peter webbed towards her apartment, eyes filled with fury. He was going to kill him. He was going to absolutely kill this man. No one hurts Gwen.

"Peter, run!" she screamed.

"Here he is!" He threw Gwen aside and her head hit the brick wall by her window, knocking her unconscious. "See? I hurt your girl. I know you wanna do it, so come on...come on." Norman readied himself, tensing his bent knees. The Glider sprung it's blades forward water dripping off the sharp prongs.

"GOBLIN!" he heard roar across the sky, accented with the titanic bang of thunder.

"Come on, come on, hit me, do it, _come on_." Norman muttered through his grin. "I know you want to do it, so just_ hit me_!"

"ARGH!" Peter roared in anger as he lifted his feet and pooled all his weight into the soles of his heels. His cable tensed and slingshot him forward, feet first.

"Come on, just do it! Come on Peter Parker, save your girl, come on and _just hit me!_"

Peter's feet slammed into Norman's chest and the impact exploded with a bang of thunder, both of them thrown back off the Glider and smashing through Gwen's window. Glass shrapnel shimmered around them and they skimmed across her floor, blowing the floorboards apart and ripping her carpet. The tumbling heap of angered fists smashed into the wall and exploded through it in a eruption of brick and torn wallpaper.

Peter slammed Norman into the wall by his throat, creating a crater around his armored chest. He smashed a fist into Norman's face repeatedly, his teeth gritted with fury.

"So, we meet face to face, Peter." Norman laughed as he grasped Peter's bared head and lifted him into the air, throwing him through the next wall like a softball. The wall corner shattered against Peter's body and brick sprayed out around him as he skipped across the wooden floor of the living room. Phillip screamed and cried as he ducked behind the sofa.

"You must be Phillip!" The Goblin cackled as he paced down the hall. Helen's door opened and she was met with the grotesque Goblin. He grinned at her. "ooh, and you must be Helen." she staggered back with horrified eyes.

Suddenly a Television was swung by a Biocable into the side of his head. Norman staggered back as it exploded against his cranium, shards of screen ripping his skin further.

"Get out of here, now!" Peter roared defensively as he shot a web behind him to the front door of the apartment, pulling it open. "Go!" he cried.

"P-Peter?" Helen stammered in shock through her tears. He tore his gaze off her as the windows exploded and a massive Gothic Glider roared through the shattered glass. "Now, get the boys, and get ou-oof!" The Glider smashed into him and they both crashed into the wall, cracking and warping the concrete. Norman leaped up onto the Glider as it hovered around the living room. The thrusters crackled and popped with green flames as it roared over their dining room table. Peter back flipped around the Stacy apartment, trying to avoid Norman's grip. This room was not big enough for his Glider.

Helen grabbed Simon and Phillip and made a beeline for the door, just as Norman noticed. "I'm going to take them all from you!" he roared. Peter slung a web onto his back and within seconds, Peter was on his spine, slamming fist after fist into his cranium. He tugged on his hair and pulled him back, the Thrusters flicking up and caking the walls in scorch marks.

"Go! I got Gwen!" Peter hollered to them. Helen reluctantly nodded and staggered out of the apartment as Norman threw Peter off of his back.

"No, _I've_ got her!" Norman laughed maniacally as he threw Peter out of the hole in the window, his scalp slicing against the sharp glass shards. Peter was suddenly falling towards the street below. He quickly shot a web to Gwen's balcony and he swung around, feet outstretched. He swung up over her fire escape and into her room, just as Norman's Glider flew through the hole where her now smashed door used to stand. Her unconscious body still laid out on the rusty fire escape in the rain.

Peter smashed into Norman and he cracked his chest plate. He back flipped off of his chest and onto the underside of the spinning Glider, the huge wings slicing through the walls like a warm knife through butter. Her computer suffered the same fate as the Glider wing smashed it off her scorched desk. Peter shot a web into Norman's eyes and leaped up at the blinded man, smashing a fury fuelled fist into his chin. Peter jumped up off of the Glider and pressed his fingertips to the ceiling, using the sticking leverage to slam his boots into Norman's chest, smashing the chest plate to shards of metal. He fell back onto her floor, sinking into the broken boards and ripped carpet. Norman got up out of the pit, but Peter was faster, leaping off Gwen's destroyed childhood wall and grabbing onto the steel blade erected at the front of the Glider.

He pulled with all his might and it bent and snapped clean off. Blinded by rage he raised the blade over his head and jumped at Norman, slamming it down into his shoulder, piercing muscle and exploding out the back of his arm. The Green Goblin roared in agony and turned to smash his elbow into Peter's nose, a spray of blood and a loud crack echoing. He picked Peter up by his throat and threw him like a rag-doll, only for a cable to latch to Norman's chest and bring him hurtling back like a bungee spring. Norman saw stars when Peter's velocity charged fist smashed into his brow, knocking him back.

Norman grit his teeth and pulled the metal blade out of his shoulder, ignoring the blood trickling down his shoulder. He sliced at Peter but he back flipped, kicking the blade out of his grip. Ironically the blade returned to the hovering Glider, getting caught in one of the turbines and shattering the engine, blowing it apart in an explosive eruption of green fire. Debris cried out and the Glider wailed out of control with a tail of smoke.

They both ducked as the out of control Glider spun wildly around Gwen's room above them, wings slicing through her bedroom walls. Green flashes mixed with bright white lightning flashes and the smell of smoke filled Peter's bloodied nostrils. "All I wanted was you out of my way, but you're too stubborn to see the big picture!" Norman roared as he smashed his knee into Peter's hunched over gut.

"I see it alright. You're gonna murder anyone to get what you want, but you won't get her, or her family!" Peter roared as he cupped his fist and smashed them up into Norman's chin, lifting the huge armored being off the carpet. His out of control Glider then spun round and connected with his side, blowing Norman into the wall with an explosion of brick and wood. The Glider finally broke against the walls and exploded in a massive ball of green fire, metallic debris cartwheeling out of the room and into the raining night, falling to the city below.

Peter staggered to his feet as silence echoed. "G-Gwen." he panted, limping over to the huge hole in her wall, simply walking out onto the fire escape, when he used to have to shimmy through a window. He saw her lying face down and his heart burst. "Gwen! God, no, Gwen." He stammered as he gently flipped her over into his lap. He pressed his ear to her chest and sighed relief. "Oh thank god...thank god, a pulse." he panted.

Suddenly the fire escape exploded and fell away from the apartment. Rusty metal tore from the brick skin and he and Gwen fell to the next platform. He shielded her with his own body and waited till the tumbling heap of twisted metal fell over them, feeling metal scrape and stab at his skin. Finally he heard a quiet crash and peered down at the wreckage in the alley below. He ran a finger along her cheek and she never stirred. He gulped and looked up with fiery eyes at the monster stood at the lip of the huge hole in her wall.

"Try this one, Parker!" Norman spat blood and held the grenade out over the edge. He pried his fingers off and watched it fall. The beeping orange ball of metal fell passed Peter. He shot a web at it and looked back up at Norman.

"You, are never gonna hurt anyone, _ever again_!" he roared, tugging the cable upwards and sending the grenade flying back up at him. Gravity evened out and it slowed to a hover before his eyes. Then the beeping stopped.

"Oh." Norman said with a shocked expression. The sphere cracked open and a massive eruption of fire and debris ripped across his face. Chunks of flesh burned and peeled away from the left side of his face and he staggered as the explosion roared over him, debris slicing across his body. The explosion diminished and he listed back and forth with a dead eyed face, the entire left side of his gruesome face burned away, his skull visible under the charred spots of skin and flesh.

Peter watched as his body fell forward and slowly dived off the side of the apartment block, his huge armoured torso smashing against the fire escapes and somersaulting till his body landed on the hull of a car, crushing it beneath his remains. The Goblin armour shattered and broke away into metal splinters.

The sudden silence was daunting and even too loud as it created a high pitch whine in his ears. Peter's eyes flit down to Gwen and he stroked her cheek, but still she never stirred. He gulped and sniffed before standing up and holding her - bridal style.

"Please wake up." He begged with a cracked voice and glassy eyed stare. "P-Please don't leave me. G-Gwen...Come on...L-Le-let.." He gulped and started again. "Let me see those eyes again, p-please." Peter kissed her cheek and she moaned. His eyes widened and he gave her a light shake. "Gwen! Gwen, wake up!"

"Wha...Whe...Where am I?" she blinked weakly, blood still dribbling down her cheek. He smiled weakly and hugged her into him. "Ow...My arm." she winced, her voice groggy. He chuckled very weakly as his body ached and burned with agony.

"Come on...we're taking you to the Hospital."

"Hospital?" She sudden perked up slightly. "Wh-Why - ow!" she hissed at her arm. He gave her a firm stare and she huffed. "Fine. Peter...Wha...What happened?"she blearily looked around.

He peered down at the rain soaked crushed car, seeing The Green Goblin's body on the caved in hood. Gwen followed his stare and gasped in his arms.

He clenched his jaw, and said in disbelief, tears in his eyes. "I won."

* * *

**Author's Notes: Well, what do ya think? Please, please review, I need to know what you guys thought of this one. I know it sounds desperate and annoying, but some feedback would really help with where to go next. Besides the Hospital. Love you all, and good night! See ya soon - Dave**


	17. You're my Bugboy

**Author's Notes: So, this was a hard chapter to write. Really tricky. Gwen's in Hospital, Peter's upset and Harry is struggling to cope with his Father's death. But have no fear, for there is Gwen and Peter sweet fluff, Helen and Peter's chat about Spiderman, and Peter and Gwen even watch a movie. Hopefully this is as good as my other stuff...I'm not too sure. Hope so, if not, I'll make it up to you next time! Thank you for all your amazing reviews on Chapter 16! Wow, I mean...wow. I love you guys so much! I've hit one hundred reviews! Wow! Love you all. Rest and Relax, and enjoy the next chapter! - Dave**

* * *

**Chapter Seventeen: You're my Bugboy**

**...**

_Shrapnel spun across his grotesque face, sharp edges hooking to the skin and peeling it away with superheated slices. His left cheek split and tore away as fire lapped over his green hue skin, rows of teeth shattering and breaking like glass. The left tip of his sinister grin - turned shocked expression - ripped away from his face as sprinklings of mass accelerated debris showered his inclined head. His long tipped left ear snapped and buckled as fire ate away at it, the flame's crackling red hot teeth sinking into the cartilage and ripping it clean off of his head. The long slick back hair atop his Goblinesque scalp set fire like a dry forest in a lightning storm, singing across his head. What remained of his lips on his unscathed right hand side roared in agony, inhaling soldering ash - his own skin turned ash._

_Lightning bellowed and crackled across the sky with the rhythm of the explosion. Splinters of the grenade's orange shell sunk into the left side of his ravaged face and delved down into his bone marrow, cracking his revealed jaw, white bone visible through the charred dabs of flesh. His eye's green hue diminished as debris cluttered the Sclera and tore it apart._

_The green armor on his muscular body shattered and broke free of his flesh shell, mechanical spine cracking from his own. The fiery eruption cupped his face and finally relinquished itself behind him, smoke whispering across his fire decayed face. The entire right hemisphere of his face was turned away from the explosion, therefore protecting it while the left took everything. All the debris and fire ripping his face in two. The charred flesh hung to his skeletal left side and he listed back and forth before slowly teetering forwards, tumbling down with the rain._

_His body impacted the nineteenth story Fire escape with a massive thud, sending the body somersaulting out of control in a shattering explosion of broken body armor. His body slammed into the opposite apartment block's wall in an explosion of brick and mortar, rippling out across the wall. His dead eyes never moved or squinted as brick dust caked them._

_His demise was certain as the body finally crashed down, spine sinking into the hull of a car, bouncing it and crushing the springs, bursting the tires. He was dead, and Spiderman - Peter Parker had killed him...As he said, he had won. Spiderman had won...or so that was what he thought before these violent recurring thoughts filled his mind. Even in death the Goblin was haunting him still..._

* * *

A violent crash of thunder thudded and caused the windows to rock in their frames. Peter startled awake to the monotonous chorus of pattering rain and the calm beep of a heart monitor. He looked around the dark white Hospital room and out the window at the pitch black night, rain constantly pouring, as it had for the last two weeks since that fateful night. He slid forward with a groggy huff and rubbed his eyes with the heels of his palms. The clean stench of sterile fluids filled his nasals and the sound of a Heart monitor's monotonous beeping filled his eardrums, quaking up and down his spine. His phone was balanced on the foam padded armrest, the screen fast asleep. No important messages had pinged for days, and yet he still felt the need to have it close by. He slid his head up, hand's rasping down his skin, cupping over his mouth.

His brown irises seemed to deluge themselves to a black degrading allure, as the darkness of the night time room shaded his vision. He took an intake of breath through his teeth, hissing cold air tickling his calcium dentures. He wet his dry top lip with the scoop of his bottom one, slumping back in his seat. He peered over at the ajar door, an amber crevasse of warm light from the night time Hospital. The crack of light seeping between the door and the frame flickered as Doctors and Nurses walked by their room. Peter sniffed and tucked his hands into his Hoodie's pockets, wriggling back to a comfortable position in his chair.

His eyes followed the dripping tracks of rain as they ran down the glass, intertwining before reaching the bottom. A few white flashes flickered over Manhattan and Peter broke his eyes away to the Hospital bed, with a weighed down heart. There she was, his sleeping beauty. Her blonde hair tumbled down her shoulders and spilled across her pillow, rivers of gold between the crevasse creases in the fabric. A translucent rubbery mask covered her mouth and ventilated oxygen into her system. Her usually pursed puffy lips featured splits and scabs, hidden away beneath that ventilator mask. A cast coated her broken right arm and a horrible purple bruise cupped her closed left eye. Gwen was in a bad way, and had been for the last two weeks since the Green Goblin attacked her - for the last time.

Peter gulped at the thought and shivered as the cackle filled his ears and mind, only for it to evolve into the sound of wobbly wheels on a passing Medicine cart in the hallway outside. He calmed down and sunk back into his chair, fist unclenching. Peter was also worse for wear, sporting a set of stitches on his scalp, and a healing cut to his lower abdomen. Thanks to Superhuman healing though, he had mended very fast...unlike his gorgeous Gwen.

Gwen had suffered a Brain Haemorrhage from the impact her head took to the wall that night. Initially, she seemed fine. She was bouncy and cheerful as always on their way to the hospital. They even had time for Peter to change outfits, making a makeshift sling out of an old T shirt he ripped in two. Gwen wore it unhappily, but still joked and kept him chipper. Even when she was the one injured, she till tried to look after him.

Helen was frantically phoning Gwen and telling her she'd meet them at the Hospital. Gwen as always smiled and gave her bright eyes a cast away glance at Peter. Then, it changed, so, so quickly. In the blink of an eye...everything morphed into a nightmare. A spot of blood trickling from her nostril, complaining about a headache, and then...she collapsed. Peter closed his eyes and took a deep sigh as he relived the moments after they took her to the hospital and she collapsed...

* * *

_Two Weeks prior: One hour after Green Goblin Demise: 11:13pm:_

_Gwen giggled as Peter held her shoulders and looked her over with worried eyes, flitting from one wound to another. They were finally at the Hospital, awaiting a Doctor to see her injuries. Peter's head was still matting his hair with clotted blood, but he ignored it to focus on her, nervously looking from bruise to bruise. "Hey, Hey!" She snapped and he peered up at her wide eyes. "I'm fine, okay? Busted arm, that's it. Calm...down." she huffed, shaking her head. He rolled his eyes and took a tissue, wiping the bulbous spot of red liquid from her cut lip. He sat her down in a waiting room chair and knelt before her, hand's on her scabbed knees. _

_"You...Y-You could have been-"_

_"But, I'm not." she lowered her head to lean into his distant gaze. He pulled the red tissue away and huffed. "I am totally fine." She nodded and Peter grinned._

_"B-But-"_

_"Fine. I'm fine." Gwen hummed._

_"What abou-"_

_"I am fine." she butted in. He sighed, defeated and cupped the nape of her neck, stroking the blonde hair. He kissed her forehead and she ducked her head to press onto his collarbone. "I'm sorry." he mumbled into her hair. She smiled and lifted her head to look at him._

_"Ah...no biggy." she shook her head comically at him, nuzzling her nose to his. He smiled and kissed the edge of her lips, avoiding the cut on the other side. She smiled and lifted her mouth to kiss his cheek._

_"So...The Goblin." she huffed. Peter sighed heavily and nodded to the sterile floor. "yeah..." she breathed._

_"I-I had no choice." he snapped his eyes up at her, shrugging. "R-Right? I-I did what was right...and...I-I kill-killed-_

_"Hey." she used her left hand to cup his chin, staring into his eyes. "You did not kill him, understand?" He tried to sink his head down in guilt, but Gwen pulled him back up. "Ah! You, Peter Parker, have never killed, out of spite or anger, or any other reason. You stopped a madman from killing my family" she huffed. "You didn't set out to kill him. It just happened to end that way, okay?" Peter nodded weakly. "Got it?"_

_"Yeah - yeah - yeah." he nodded rapidly, licking his dry lips. Gwen smiled and let his chin go. "Thanks Gwen. Always looking after me." he smiled. Gwen gave a smirk and jutted her chin out._

_"Well, someone has to." She smiled. Peter raised an eyebrow as he saw the blood dribble from her left nostril. He took his tissue and dabbed her nose._

_"Oh!" she startled and sniffed, pushing the tissue to her nose. "Thanks." she blushed. Peter smiled weakly._

_"Still getting those headaches?" he gulped. Gwen shrugged._

_"Argh...Yeah." she winced. She hissed and held her head, worrying Peter._

_"Gwen?" he swallowed hard. Her eyes shut and she suddenly fell forward out of the chair, lifelessly in his arms. "Gwen! Ahh! Urgh, help! Somebody help!" he cried as Nurse's snapped their eyes to the scene, rushing over with medical equipment. Peter cradled her in his lap and cupped her cheek. "Gwen! W-wake up!" _

_The Nurses took her from him, and the longest hours of his life birthed in that horrific moment._

_One Hour later: 12:13am:_

_"A-Aunt May, Sh-Sh-She was fine, five minutes ago, s-she was fine!" Peter cried into the phone, using his free palm's heel to wipe at his pouring eyes. "She just collapsed, a-a-and th-they've taken her away!" Peter sniffed as he wiped his eyes again and again, more tears pouring through. "N-No, y-you don't have to come, I-I'm gonna be here all night." he croaked. "Mrs Stacy's here too."_

_Helen was sat in the opposite chair, wiping the broken dams of her gushing eyes. She had left the boys with their Uncle Danny Lugo and had come to the Hospital to meet with Gwen and Peter. The air was tense as she stared at him, now aware of his secret. He ignored the cold stares and sniffed into the phone._

_"Y-Yeah, yeah I'll see you in the-the morning. L-Love you." he cried hanging up and pressing the phone to his forehead, dropping to his knees with a thud. Bustling patients and Nurses barrelled by the broken boy as he wept. Voices layered over voices and the noise hurt his ears. His mind kept replaying the same words._

_'Leave Gwen out of it.'_

_Peter's body tensed and his back arched up as he roared towards the floor, his vocals aching as he extinguished all his pent up anger in one bellowing cry that echoed all around the Hospital. Silence followed the echo and all eyes snapped on him. Helen sighed heavily and held her head in her palms. Peter fell back against the chair legs and held his head, sobbing heavily. Helen looked down at the broken boy and gingerly reached a hand out, slowly teetering it above his shoulder. She was just about to soothingly squeeze it, but she halted. This boy - Spiderman - was the reason Gwen was in this mess. That vigilante brought that monster upon her family, just like the Lizard. She pulled the hand away and let him cry himself out, as she did the same..._

* * *

Peter blinked himself back to reality and leaned forward in his bedside seat. He peered up at Gwen's still face and listened to the heart monitor and oxygen machine. They hissed and beeped and hissed and beeped and so on in a rhythm that had just become second nature to his ears. Peter shook his head with a huff and stood up, standing over her and brushing a fallen lock out of her closed eyes. He smiled weakly.

"You hate hair in your eyes." he blinked and smiled sadly. Gwen stayed motionless and it killed him. He sniffed and fell back in his seat, his home for the past two weeks. A thick dark brown stubble had formed across his chin and top lip, and his eyes were heavy with sleep deprived bags. When the Doctor's explained that Haemorrhage patients must be fed oxygen and monitored closely, Peter made it his obsession to be by her side every day, checking and watching over her, as Peter Parker, not Spiderman.

Spiderman was believed dead, after going missing during the Goblin's defeat that night. Two weeks later, and still he hadn't donned the suit. He had lost faith in his vigilante persona, in his failure to save Gwen, and had hung the suit up...maybe for good. For now, he was latched to Gwen's bedside. Aunt May took extra shifts at the Hospital to watch over her while Peter was forced to attend school as an empty shell. He was suddenly back to his former self, the mask he wore when Uncle Ben died.

He huffed and leaned back in his chair, getting comfy once more. In the dead of night, the Hospital was very quiet. Helen had been less than thrilled about him staying with her, but she had other kids and a job to strive towards, to protect. She visited everyday, and gave Peter cold stares. One day though, they finally had it out...

* * *

_Three days after Green Goblin Demise: 4:45pm: _

_Helen sat opposite Gwen's bed on one of the first few days of her haemorrhage treatment. Peter sat on the other side, idly playing with Gwen's fingers, stroking the back of her still hand. Helen peered up and blinked over the tears that choked her. "Y-You know...This family...my family, have gone two decades without any sort of i-injury...or accident." she gulped, peering at Gwen with a trembling lip, motherly eyes cracking at her oxygen ventilated daughter. Peter looked up at Helen. "And then you showed up." she swallowed hard and met his eyes. Peter sunk his eyes to the floor._

_"You came into our lives, and a few days later, my-my H-H-Husband..." she bit her knuckle and let the tears roll. "My Husband died. Then my son was kidnapped...and now? Now my daughter is in the Hospital, and might not make it out-"_

_"You're wrong." Peter gulped as he eyed Gwen's hand, his own tears splatting onto the bedsheets and soaking the white cotton. Helen's eyes widened at him as he looked up at her. He sniffed and wet his bottom lip across his top one, shrugging. His eyes met hers and all the anguish in them connected. "You're wrong. See...G-Gwen?" He chuckled dryly. "She's a fighter. Always has been, as long as I-I've known her." He gulped, looking at the sleeping beauty herself. Helen's eyes darted across the tiled floor. _

_"Gwen? She is..." he gave in to a grin, his tears trickling down and dripping off his top lip. "She's too stubborn to give up." He chuckled. Helen scoffed, smiling._

_"Yeah...Well, That's my girl." she wiped her finger under her eye, sniffling. "She's always been her Father's shadow. Everywhere - everywhere he went, there she was!" Helen chuckled as more tears rumbled down her middle aged cheeks. "Always looking up at him."_

_Peter smiled and opened his mouth several times, before the words formulated. "Gwen...S-She...I remember when we were kids." he trembled, keeping his tear bleeding eyes latched to her face. "It was recess...a-and everyone was playing tag. But me?" he gave a dry scoff, and shook his head, shaking more salty tears down his cheeks. "No, I wasn't allowed. I wasn't...popular or cool...I was just...Parker, the kid who had no parents...who wasn't allowed to play." He shrugged, and sniffed again. Helen, to his shock and her credit, was listening intently. He couldn't look at her, so he kept his eyes locked onto the comatose Gwen._

_"Then...I hear...Hey." he said in an upbeat high pitch voice that shocked even him. "...What's your name?" he managed to say before he choked on his words and broke down into tears. Helen sniffed and felt all her hatred towards this boy fall and melt away, like ice in the thawing spring. Peter wiped his eyes and continued through puffy red eyes and quivering lips. "S-Sh-She said, What's your name? I sai-said P-Peter, and she said Gwen." he breathed as he stroked her cheek, feeling the warm skin smooth beneath his finger. Helen smiled sadly at him. "She asked if I wanted to play, and you know what?" he looked up at Helen and shrugged. "I didn't know what to say."_

_"Huh?" Helen sniffled, wiping her grey cardigan sleeves at her eyes. _

_"One minute, I'm sat doing Math homework on my own...and...the most beautiful, smart girl in school asks if I wanted to play." he chuckled and rest his gaze back on Gwen. "I stuttered, as always." he grinned and Helen laughed over her sniffle. He cleared his clogged throat with a cough. "And Gwen? She asked me what I was doing. I said Math, and she sat down. She gave up playing to sit with me! Me!" he pointed at his chest, sniffing. "I didn't now what to do, b-but there she sat, helping me do my Homework." He looked back at her and smiled weakly. __"I-I'd never tell her, but...she's the reason I got through school."_

_"She helped you alot, huh?" Helen smiled, red puffy eyes fixed on him with a slight tint of pride. _

_Peter grinned and shook his head. "No. I mean, yeah but...it was her that got me through it all. Whether it be...seeing her, or talking to her..." he shrugged, eyes glued to Gwen as the ventilator on her lips hissed. _

_"Or kissing her?" Helen raised her eyebrow and smirked. Peter snapped his eyes on her. "Oh come on, I was a kid too, you know. I saw you two on the rooftop, I was the one who called her back in!" Helen chuckled with a sniff. Peter's grin failed, he shrugged and let his broken eyes fix on Helen._

_"So, w-why do hate me?" _

_Helen sighed and shrugged. "I-I don't hate you, Peter...but...I did. You left her, when she needed you the most." she flicked her blonde and grey bangs aside. Peter lowered his head in defeat. "But...now I know why." his eyes flit back up. Helen huffed and shrugged at him._

_"You were protecting her...because George made you promise to, didn't he? He knew about..." she gestured to him. "you know, that side of you. Didn't he?" _

_Peter nodded and wet his lips. "I tried to save him. B-But...He...I was too late." Peter sighed, eyeing the floor. "Life has a habit of...taking away what I care about." _

_"Peter..."_

_"How many more of my loved ones must be sacrificed?" He coughed, eyes filled with defeat. "It's not fair." he sighed. "Its...it's not fair." He breathed, shutting his eyes tight. Helen nodded and sniffed, looking up at him as his words sunk in. _

_"Nobody said life was. You just gotta...not let it destroy you." Helen smiled. "The pain doesn't go away, Peter. You just...make room for it." she shrugged nonchalantly. _

_"Thanks. I think." he responded dryly, smiling at her. "I-I'm sorry, that I couldn't save Captain Stacy." he sighed. Helen got up out of her chair and Peter's eyes snapped up at her. She walked over and held her arms out, beckoning him up. He smiled and stood up, falling into the warm arms of the Stacy family matriarch. She hugged him tight and Peter hugged her back. _

_"You're forgiven. Spiderman." She smiled, tears dripping off her closed eyes. Peter huffed with relief as it washed over him. _

_"What about Peter Parker?" he laughed weakly. Helen reeled back and smiled at him._

_"I never needed to forgive him. Gwen did, and that's all that matters." Helen smiled. She huffed and shrugged. "I can be an...overprotective mother...maybe that's where I failed." she sighed._

_"No. You-You never failed, Mrs Stacy." He peered down at Gwen. "You made the best thing to ever happen to me."_

* * *

Peter was brought back to reality when a loud beeping started. He peeled his eyes open and saw her heart monitor warning with red lights. His tired mind slowly clicked to the situation and he stood up from his chair, looking at the monitor.

"No, no, no, no give her a break, please god!" He grit his teeth and ran out of her room, skidding across the sterile floor. "Help! Help! Help, Gwen's crashing!" He called out to the quiet night time Hospital floor. It seemed ironic to have the voice of Spiderman, desperately cracking, to call for someone else to help him. Though, maybe all Spiderman was was Peter's small cries for help, hidden in a Spandex suit and superpowers.

Within five seconds a Doctor arrived on hurried feet, stethoscope coiled around his lab coat shoulders. Peter sniffed and led him to her room. He immediately pushed passed the panicked Peter, the Parker boy's hands finding their way to the back of his head, looking on in grimaced upset. The Doctor leaned over her, and listened to her heartbeat. A few intense moments passed and he slowly lifted his head, Peter's heart drumming against his ribs so hard it made his legs wobble and run cold and dry.

"She's stable. Her heart just got a little, overworked." He huffed, wrapping the stethoscope back around his neck. Peter's hands fell from his head and he huffed loudly as all his held in breath spewed out. The Doctor stopped the beeping machine and silence resumed - as silent as it got with her oxygen mask hissing and heart monitor beeping. It had just become the norm to Peter now. The Doctor sighed and walked over to him, resting a huge calloused palm on his shoulder. "You okay son? You look exhausted."

Peter nodded, but it soon collapsed into a teary eyed shake of his head. "No, no, I-I'm not. I mean...is she...she's gonna..." He slapped a hand to his brow and ran it down his face, rasping against his stubble. Finally he was able to formulate the words. "She's go-gonna wake up, right?" The Doctor huffed and turned to look at her.

"Uncertain, if I'm honest. She took a nasty bump to the head, and had a lot of internal bleeding. We stopped the swelling, but her heart is having to work double time." he rubbed his grey chin. Peter raised an eyebrow as he wiped his eyes.

"Wha-what? H-Her heart?"

"Hmm? Oh, yes. Gwen has a rare medical condition, where her heart is slightly smaller than average-

"No. No, her heart is huge. Trust me." Peter sniffed and stared puffy eyed daggers. The man smiled sadly at him.

"Yes, yes she does, but her medical condition is what I meant. Her heart is only an ounce smaller than average, normally it wouldn't affect her at all! But because of all the stress on her body, trying to heal..."

"It's working overtime." Peter huffed. The Doctor nodded.

"Yes. Precisely. But, she's one hell of a fighter. I'm sure she'll come around." he pat Peter's shoulder. "Anything else, just...give me a shout, name's Gareth Evans. I'll be here all night." he smiled. Peter nodded and sniffed.

"Yeah. Th-Thanks Doc." he sniffled and made his way back to his seat, caked in a long blade of lunar light that peeked in through the blind slits. The storm clouds were slowly dispersing, at least for now. Peter slumped back in his chair with a groan, rubbing his aching spine. He stared at Gwen and rubbed his bearded chin, watching her sleep. The way her chest rose and fell with each air intake. He dropped his hand from his chin to his neck to rub at an itch.

A yawn breached his lips and stretched across his lips. His lungs opened till they ached and he stifled his watery eyed yawn with the back of his hand. He slid a hand up through his locks and picked at the stitches on his scalp, from where the glass of her apartment window sliced him. He still had horrible nightmares of that fight. Having to fight the Glider riding monster in her home. Watching her childhood burn and explode before his eyes. Her plushes tumbling into the soaked streets, her computer erupting in a crackling bang of shattered metal and motherboard components.

He groaned as he lent down to his overnight bag propped against the chair leg and pulled on the zipper till it opened. The loud growl the metallic lips made as he parted them scraped up his spine and into his eardrums. He reached in and pulled out a small plush teddy bear. The brown fluffy fabric was stitched up on the left arm, and his right eye was missing. Black stitches wired his left ear back to his big round head. Peter flipped him over in his hands and grinned at the bear.

"I umm...I saved Mr snuggles for you." he whispered as he leaned forward, elbows propped onto his knees, studying the bear in his grip. "I know he's your favourite, b-but I'd never tell the others. N-No, can't risk the revolt." he laughed to himself, since Gwen didn't respond. "You cuddled onto this guy, so tight that night I stayed over. Like...H-He was your lifeline." Peter chuckled weakly as he gave the bear a squeeze. "I-I didn't stitch him up...not very good at it. Says the vigilante who wears a Spandex suit, I know." he laughed weakly and gulped as once again Gwen did not make a single movement. She simply continued the same monotonous breathing cycle through her ventilator. "N-No, Aunt May did it. Sh-She can fix anything...I swear." he grinned and scoffed.

Peter looked up at her and he drummed his fingers on the bear's back before getting up and gently lifting her arm. He slid the bear under her arm and set her arm back down, sitting in his chair and watching her continue to sleep. He ran a hand through his messy hair and rubbed his bottom lip across his top one.

"I miss you, Gwen." he huffed. Silence was his response, and it cut him deep. He shook his head at himself and eyes the ceiling. "Stupid. Y-You know, you know she can't hear you." he mumbled as he slid back into the chair and crossed his leg over his right one, leaning his head back and closing his eyes. He might as well try and get some rest before the nightmares kick in. It didn't take long for sleep to claim him, wrapping it's cosy black arms around his waist and lulling his mind to a peaceful slumber.

Gwen's arm squeezed the bear, and she gave a minute, inaudible moan.

...

_"I told you to leave Gwen out of it." George paced menacingly around Peter in the blackened void of his dark dream. "You just couldn't do it, could you?" He snapped at him, stepping around Peter's side and behind him, hand's behind his back. His ripped white shirt was stained with blood and three huge claw gouges. Peter held his head low, bare chin pressed to his Spiderman suit, looking from his right shoulder to his left. Instead of George this time, the huge Lizard stomped around his side, tail swaying and his breath hissing and gargling._

_"Poor Peter Parker. No Mother..." Connors snarled at him as he stomped his huge lizard feet around the small teen. "No Father..." He leaned into the insult, yellow teeth flaring beneath green scales. "No Uncle..." He hissed into his ear, cold breath snapping across Peter's spine. "No Girlfriend..." he horrifically whispered into his other ear as he stood behind the boy, wrapping his tail around his body. Peter looked down at the tentacle like tail and panicked. "ALL ALONE!" Connors roared, the tail spinning Peter around._

_He was dazed and confused as he continued to spin and fall in the infinite blackness. He fell through clouds of jet black soot and his hair ruffled in the wind as he tumbled downwards forever. Finally he fell through a black fog and landed with a thump. He groaned as his back ached and cracked, his diaphragm begging for air. He took a sharp inhale and sat up, looking at the kneeling Green Goblin before him._

_"Sooner or later, they'll betray you. Why bother?" He shrugged his mechanical shoulders, his grotesque green skinned face contorting into the horrific blackened gum toothy grin. "I gave you a choice, and you wasted it." He got up to full height and outstretched an armored gloved hand to Peter. He snarled and accepted, the Goblin heaving him up to his feet._

_Suddenly he was face to face with the huge Goblin. "The time for Spiderman, is over! You've had to learn that the hard way." he grinned. Peter grit hit teeth and swung a spandex fist at him, the clenched bundle of digits punching through the Goblin, turning him into a plume of black smog._

_Peter pulled his fist out of the swirling aura of darkness, and watched as it morphed into a petite female shape. He staggered back, eyes wide as blonde hair tumbled down the smoke's shoulders, Gwen's face forming. Her green eyes were set on his._

_"Gwen..." Peter breathed. "You're okay!" he laughed, running up to her. He hugged her but she disappeared into smoke. Peter fell through the cloud and watched it reform into the Goblin._

_"You don't get to live two lives, and have them both be what you want them to be!" The Goblin snarled as he threw a grenade at him, a ghostly trail of smoke following it. Peter webbed the grenade and he swung it around, throwing it back at the Goblin._

_He grinned, morphing back into Gwen. Peter's eyes widened as he watched the grenade he threw explode against her and blow her into a cloud of black smoke. Peter gagged in horror and dropped to his knees in the black abyss. He sobbed into his palms. The Goblin paced around him._

_"See? Spiderman is a murderer...Your lust for blood will thicken and thicken...till you become what I told you you always were...A villain in denial." he grinned. Peter sobbed as he watched Gwen vanish. _

_"And the longer you keep deluding yourself into not believing it, the longer she will remain locked in here!" He roared, and Peter opened his eyes to see the black smoke latch to his suit and begin to overwrite the red and blue with Gothic black. Stringy fingers of black goo crawled up his suit and he tried to rip it off but couldn't. More and more of the black substance covered his suit and crawled up his neck. He pulled at the latex like skin but felt it hurt, like his own skin. Peter's fingers became claws and gouged at himself. Silver webbing patterns formed across the black suit and finally he cried out to the black abyss above as the black substance crawled over his face and down his throat, turning him into a monster. The black skin formed a huge jaw and two large white eyes gouged onto his face and long teeth pronged from his gums. A long tongue waved out of his mouth and he roared._

_"Or it'll devour you whole!"_

...

Peter's eyes snapped awake alongside a sharp intake of air as he sprung out of slumber. He peered around, dazed and confused at the night time room. A cold sweat coated his face and he regulated his breathing and heart beat. He sighed and rubbed his eyes, looking over at the ticking clock. Three A.M. He groaned and pinched his brow, yawning at the floor.

He had no idea what the nightmare was, or what sense it made...but it felt right. He was becoming cold and beginning to accept the fact he killed someone, gruesomely with a grenade. If he continued to be Spiderman, now that he'd killed once, would he feel no remorse for doing it again? would he get colder and colder, and become that...monster? Would Gwen be at risk even more so?

He shook his head of the dark thoughts and huffed, deciding to try and forget the ludicrous dream. He lulled his head back and sniffed to clear his nasal before trying to sleep again. His eyes closed, and he heard a small moan, like a low decibel yelp. His eyes slowly opened and he looked at Gwen, who was still motionless, like she had been for weeks.

Her arm flinched, and Peter was suddenly wide awake. He leaned forward and watched the small twitches. "Gwen?" he whispered softly. He looked up and saw her eyes slowly blink and flutter open, dazed and confused. Her green irises lit up the room and Peter's widened to almost bursting his blood vessels.

"Wha...err..." Gwen's groggy voice croaked as she whimpered and began to slowly wave her confused arms. Peter shot up and into the hallway.

"Yo, Doc! She-she's awake! Gwen's awake!" he cheered. Soon Doctor Gareth re-emerged, running to Peter's room. He slipped in and straight to the unhappy Gwen, who was moaning and rolling her head across her pillow. He removed her respirator and pulled a small torch out of his coat pocket and shone it in her eye, watching the pupil constrict. Gwen growled and swung her heavy arm at him.

"Ha...yep, that's Gwen." Peter grinned, beaming. Gareth stifled her arms and calmed her.

"Gwen, you're okay, you're safe. You're in the Hospital, okay? You've had an accident."

"No...G-Go." she cried out, dazed and confused. She'd been out for almost two weeks, it was no wonder she was so confused. Hearing her groggy confused cries frightened and upset Peter, but he stayed calm. She was awake, that was all that mattered.

"Gwen, you're safe. And look, look Peter's here." The Doctor stepped aside, and Gwen's groggy eyes set on Peter. She looked through him, not at him, and it hurt to see her this way, not recognising him. Slowly Peter approached her bedside.

"H-Hey Gwen." He smiled wearily. Gwen cowered back into her pillow and hugged her teddy. Peter tried to hide the hurt of seeing Gwen cower from him, but he gulped and pressed on. "H-How you feeling?"

"It may take her a few hours to fully regain her memories, but she's making incredible progress so far. Be patient with her, Peter." Gareth smiled at him. Gwen pressed the soft teddy into her cheek and turned her eyes away, hiding her face in the soft plushy.

"Go away, m-make him...go..." Gwen's voice mumbled. Peter sighed sadly and stepped back.

"Give her some time Peter, okay? She's confused and trying to...restart her body, basically." Gareth shrugged. Peter nodded and sniffed.

"Yeah, yeah I-I can do that. Umm...Sh-Should I go and come back?" he thumbed to the door.

"No. It's best you stay with her. But, sit quietly. She needs to come round to _you_, let her ask the questions first, or she might panic, okay?"

Peter nodded and the Doctor left to prepare some medicines and other procedures. Peter slowly padded over to his chair and sat down, watching her as she hugged her teddy and hid her face in it. She seemed like a baby, the way she moved. It was odd to see someone so intelligent reduced to a puddle of her former self. Peter shook his head and leaned back in his chair, watching as she blinked and looked over her Teddy's ears. She eyed Peter with confusion, and he smiled at her.

"P..." she popped her lips. "Pe..." he leaned forward slightly. "Pet...er." she mumbled. He chuckled and nodded. She seemed to perk up at his eager response, and she lifted her head from her teddy, her blonde hair tumbling down her shoulders. For the first time in two weeks, she sat up from her bed. "Peter...Pa...Par...Parker."

"Yes. I'm Peter." He couldn't resist the urge to ask. "And you are?"

"I-I'm...G...Gw..." She struggled to formulate the words on her heavy tongue. "I-I'm Gw...Gwen." She smiled weakly, her eyes still groggy and glazed. "Gwen Stac-Stacy."

"Yes!" He cheered, and Gwen cowered again at the sudden noise and motion. "No, no, no, I-I'm sorry, Gwen. I didn't mean to frighten you." he huffed. She slowly lifted her head from behind her hugged bear again. For almost another hour she didn't say anything, and just studied the bear in her hands, rubbing her sensitive fingers over the soft fur. She clenched her weak fingers a few times to get her blood pumping back to normal again. Her vibrant green eyes danced across the bear and she smiled occasionally, hugging it to her chest.

The cut on her lip was scabbed and dark red, along with the stitches on her forehead. Mixed with the bruise under her left eye, the cast on her right arm, and she looked horrific, yet still her beauty shone through, as those vibrant eyes perked up and peered at him. Still confused, she was slowly coming back. Peter was still awe struck by her, and never took his eyes off of her. He forgot how she moved, how she blinked, all her mannerisms that were slowly coming back. Finally, she opened her lips.

"B-Bugboy." she croaked. Peter's eyes snapped to hers. "You're my Bug boy." She beamed. He cupped his mouth and blinked his tears away, but they fell anyway. "H-Hey, Bugboy." she grinned at him, hugging her teddy bear. He got up and slowly and cautiously approached her. He knelt by her bed and gingerly he reached a hand out. Gwen pushed her cheek into his hand and she smiled at him as a tear rolled down her cheek.

"H-Hey Gwen." He cried, lips quivering as salty tears wet them. "W-Welcome back."

"Hey Peter." she smiled back, her own lip quivering. She _was_ back.

...

Harry's hand trembled as he twisted the cap off the third bottle of Whiskey that night. His hair was ruffled, his eyes were dazed, groggy and rooted with lack of sleep. He sniffed and his clammy fingers slipped on the cap, watching it fall to clatter against the table top. He scoffed and lifted the bottle to meet his lips, enjoying the effect it had on his body, numbing his nerves and dulling his pain.

His father was dead, killed in a tragic work place accident, from what Oscorp had told him. With a heart heavier than lead, he'd spent the last two weeks locked away in the Osborne mansion, sealed away from the outside world. He'd only spoken to Peter on the phone once, and he never mentioned his Father's death. He heard Peter's strained voice talk about Gwen's accident, and he cursed himself for the smirk that slid across his face. How could he smirk at that news? It was because a part of him was glad he wasn't the only one suffering for a change, whether it be after his mother's demise, his Father's blame and hatred, or even his Father's death. It all seemed unfair that the world cast this all upon his crippled shoulders.

He shook his head of the memories and deluged more of the violent alcohol, feeling it burn and pool in his stomach, sloshing around the organ. He ran a clammy hand up through his cold sweat drenched hair. He hadn't been able to get any sort of closure. Oscorp had taken care of everything - absolutely everything. The Funeral, done a day after his death, with barely any time for people to attend. All of his life's works had been confiscated and filed away as top secret, and Oscorp had also taken care of all tabloid journalists who were trying to feed off his Lime light, finding it to be quite bitter.

Harry was left alone, with no way to ever say goodbye to his Father, since Oscorp had handled it for him. At the Funeral, his casket was already sealed, and his body was never seen. Oscorp had said that the damages to his body were too catastrophic to put on show to the public, and so his coffin lay at the bottom of the green grass topped abyss.

Harry sniffed and looked at his distorted reflection in the glass bottle. In the distorted reflection, his ears were elongated, as was his slick up sweaty hair, and his chin was pointy, along with his nose. The reflection was very goblinesque, if that made sense to how he felt. He did feel like some sort of goblin, sealed away from the world, hunched over and holding onto an array of heavy liquors.

He sighed and swallowed back more and more of the violent liquid, hoping it would at least drown his sorrows, but instead it mutated them into darker, horrible thoughts that plagued his mind. How could he lose both his parents? How?! Sure, he'd inherited the entire Osborn family fortune, but what was money compared to family.

His money had only helped to fuel his self destruction, as he took out a small bag of white powder, pouring a small patch onto the glass table. He took a credit card and crushed it up into small slithers, before positioning his nostril over it, snorting the horrific concoction, feeling it ravage his mind and dull all his senses.

Harry...was off the deep end, and drowning in his inner turmoil...

...

"Okay, so, I went down to the gift shop, aaaaand..." Peter re-entered her room and opened the rustling plastic bag as Gwen eyed him, confused. He pulled out a round tub of Ice cream and Gwen smiled. "Your favourite. Chocolate chip...and..." he set the tub in her left hand, a laugh in her throat. "I got you, cocoa powder, just add hot water...and...that new film you wanted to see." he chuckled as he set the bag down in her paws.

"Aww, you got me the new Ryan Gosling flick! Hah, I've wanted to see this for...weeks." Her scarred smile slipped, and she eyed her lap and huffed. Slowly her emerald eyes glint up at him. "W-Was I really out for two weeks?"

Peter nodded and rubbed his thumb across his jaw. "Umm, yeah - yeah, near enough." He shrugged, hands meshing in his lap. Gwen eyed him, the green of her huge rotund irises glimmering like metallic Christmas baubles. He drowned in her gaze and huffed, running both hands up and down his face, scrubbing away the sleep deprivation. "You had a Brain Haemorrhage Gwen, i-it's a miracle to see you awake." He smiled weakly, overjoyed. Her eyes caved and the blackened whirlpools of her pupils shrunk.

"I...B-Brain Hemae...N-No, no, I-I-I can't have-" Gwen hyperventilated, breath leaving her more than it was filling her. Lightning flashed in the night outside the rain stained glass and Peter sprung from his chair to her side, taking her hands out of her bedsheets covered lap.

"Gwen, hey, it-it's okay, you're okay." He soothed her, a hand coming up to run through her hair. She shoved his hand away, panicking.

"_Get off me_!" she shrieked, and Peter staggered back, eyes wide and hurt. Silence followed her violent outcry and echoed around the sterile room. Gwen calmed her breath and gulped, eyeing him.

"I umm...I-I'm sorry...I-I didn't..." He gulped, running a hand along his hair. Gwen's eyes softened and she felt a heavy throb of regret pool in her heart.

"Peter...I-I'm so sorry...I just...it's...this whole..." she gestured to the room with flinging fists - one fist and a cast arm - the most violent reaction she'd made in weeks. "_Argh_! You know?" she quivered, eyes bearing into his. He smiled and nodded.

"Yeah, I-I know. I'm sorry this happened." he huffed, cautiously pacing back to her bedside. As soon as he got near, she grabbed his hands and pulled him down to sit on the lip of her bed. She held to his hands like a flotation device, scared she'd sink and drown into this hospital bed. "I'm sorry I couldn't protect you."

"F-From what?" she asked, eyebrow raised. Peter narrowed his eyes and gulped, Adam's apple bobbing.

"Gwen, d-do you know...h-how you ended up in the Hospital?" he asked with gesturing hands. Gwen thought long and hard, her eyes darting across her bedding. He watched as she mouthed words under her breath, and squinted her eyes tight, trying to squeeze any kind of memory from that night. Her brain was like a wet towel, and she was trying to wring it out. She slowly peered up at him with confusion in her eyes.

"N-No...No, I-I-I don't. P-Peter, w-what happened?" she asked with big green eyes. Peter looked into them long and hard, and he steeled himself. Should he tell her? Tell her that a maniacal madman attacked her home and family, all to punish him? Would it be better to let bygones be bygones, and leave it to rot in the past? Who was he to take that memory from her, or would she panic and freak from the news? He'd have to find out.

"Okay Gwen...I-I want you to- I want you to be...to be calm, when I tell you this..."

"Tell me what?" she pursed her lips, eyes narrowed. "Peter?" he huffed and shook his hands free of clamminess.

"Y-You know that I'm..." he gestured to himself and made many different eyebrow raises. Gwen nodded.

"Spiderman?" she winced. He gave a large nod and widened his eyes, reading '_yes!'_ in his mannerisms. She nodded, thankful she'd gotten it right.

"Well...This guy was after me...Spiderman." he nodded and Gwen tilted her head, blonde hair spilling onto her shoulder. "H-He gave me a choice...between you, and the people of this city...and..."

"You chose the city?" she answered, a slight plead in her voice.

"No-no-no-no." he took her shoulders and whispered, shaking his head repeatedly. "I-I chose..." he huffed and squinted his teary eyes. "Yes...I chose them." he leaned his head forward in defeat, and Gwen sighed heavily, leaning her own forehead to bump his. His head jerked back up and he shook his head at her, sorrily. "I-I put you in harms way, because of this damn responsibility. I-I shouldn't have done that! Y-You almost died!" he cried out. Gwen nodded and shuffled forward in her bedding, playing with his hands in her lap.

"It's not your fault." she mumbled. He shook his head at her.

"Y-Yes it is! Th-This guy gave me a choice, and I chose wrong!"

"He gave you a sadistic choice, where you were gonna lose no matter what!" she snapped back. "It was the illusion of choice."

"But...still...your home is gone." he huffed, shaking his head. "All those memories...burned..."

"Peter...see this?" she lifted his finger and pressed the tip to her forehead. He nodded, unsure. "It's not just to hold my rattled...unclear...fuzzy...brain. It holds my memories. I don't need bricks and mortar for that." she smiled.

"How are you comforting me, when you're the one in the Hospital?" he grinned. Gwen giggled gently and slid his finger down to kiss the scarred knuckle.

"I stitch you up, you stitch me up, remember? That was the deal." she beamed. He kissed her forehead softly and she smiled. He slid his hands down to cup her cheeks and his kisses travelled down to meet her lips, brushing them. Her heart beat monitor flared slightly and he pulled away grinning.

"Do I get your heart beating fast?" he gave his lop sided grin, whispering into her cheek. Gwen chuckled and slid her good hand up the back of his head, massaging the nape.

"Maybe a little."

"So...You don't remember-"

"The Goblin? Yeah...I_-_It...bits of it just came back to me." she huffed, pulling back. Peter wet his lips and looked at her softly. "I mean, I remember the festival, I-I remember the night he attacked us...but, my home?" she shook her head, eyebrows furrowed. "I-I don't know."

"Don't worry about it right now, okay? You've only just woken up. It doesn't matter." He kissed her forehead and hugged her shoulder. "What does matter, is spoiling you." he grinned, holding up the tub of Ice cream. She giggled at him.

"I can't eat that all on my own." She laughed, shoving his shoulder playfully.

"If you wanted to, you could. But...we can share." He laughed, pulling two spoons out the bag. Gwen shook her head and laughed to herself.

"Okay...But my instinctive ice cream protectiveness may kick in, and - no promises - I may end up stabbing your hand with my spoon." she nodded matter-of-factly to him, squinting her eyes. He smiled gleefully at her, seeing her eyes squint with laughter, her pale cheeks push up under her eyelids - bruised albeit - and the flash of white from her glimmering grin.

"I think I can handle that." He laughed, walking across the room to the wall mounted television and slotting the silvery disc into the player, taking his seat back on the lip of the bed. Gwen lay back against her pillow and sniffed, lifting a knee to tent her bedsheets. She rested the ice cream tub on her sheet covered stomach, cast on her arm hooked around it and took a spoonful, humming contently.

"Better than that tube fed stuff you've been on, huh?" He grinned weakly, hating having to remember her that way. Gwen shrugged.

"This? Ice cream? Do you have any idea how important to life this stuff is?" she said sternly, seriously. Peter gulped and widened his eyes upon the spoon she held out at him, like a fencing sword. "This...is the food of the gods!"

"Frozen cream?" he raised an incredulous eyebrow.

"Ah!" she twisted the tub to read the label. "Frozen _chocolate_ cream...with chunks!" she nodded. He laughed till it split his cheeks and he leaned back beside her on her bed, wrapped an arm around her shoulder. She snuggled into his Hoodie and rested her head on his shoulder. He kicked his shoes off, thudding on the floor - gracefully of course.

"God, I-I've missed you so, so much." He kissed her temple. Gwen peeled her eyes from the movie and at him. Her nose brushed his.

"I've missed you too." She slowly leaned forward and scraped her lips to his. He gently kissed her, as to not irritate the scab on her healing bottom lip. The taste of Chocolate and Gwen lingered on his tongue and he all but tried to fight the flutter of butterflies in his stomach. She was alive, and well. He couldn't ask for more.

Gwen peeled away and smiled. "Missed that too." she giggled. He dug his spoon into the tub and he heard Gwen growl.

"Share!" he scolded. Gwen shook her head and pouted.

"Mine." she hugged the ice cream. Peter pouted back and did his deepest, brownest puppy dog eyes. "okay...one spoonful." she narrowed her eyes.

He shovelled a massive piece of ice cream, picking up at many chunks of caramel as he could. He shoved it in his mouth and Gwen snarled at him.

"Not...fair." she mumbled. He grinned at her and she giggled at him, shaking her head. "You're lucky you're my Bug boy."

"Or?" he teased, pressing his nose to her cheek. She squirmed and laughed.

"Or, I'd squish you." she teased back. Peter feigned offence, eyes wide at her. "You know...with a tissue. I-I'm not completely heartless."

"As oppose to a shoe?" he raised his eyebrow.

"Yes." she nodded. He laughed and kissed her soft cheek, letting her eat her ice cream as she enjoyed the film. He watched her most the time, unable to believe that she was...well, back. For two weeks she'd been lifeless and comatose, and then, in the course of five hours, she'd gone from waking up, groggy and confused, to being his vibrant and chipper Gwen Stacy.

"Urgh." he moaned as he watched the Gosling film.

"What?" she mumbled, swallowing the ice cream.

"I-I just...I don't get it." he shrugged, arm still gently coiled around her shoulder, snuggling her against his side. She lifted her head off his shoulder.

"Get what?" she asked, a scoff in her throat. "It's a Gangster film, ther-there isn't much to get, Peter."

"Yeah but...I mean, come on. Why is Emma Stone with this guy?" He gestured to the red haired woman on screen. He looked at her and Gwen popped her lips in thought.

"What's wrong with Ryan?" she narrowed her eyes. Peter shrugged, eyebrows ascending his forehead.

"Nothing...if you like guys with squeaky voices." He mumbled into his fist. Gwen lifted herself from Peter's shoulder and looked at him with confusion and narrowed eyes.

"What's wrong with his voice?"

"Well I mean, listen to it!"

"H-He's putting it on for the movie! He is called an _act-or_!" she longed out the syllables. Peter scoffed and Gwen thumped his chest playfully. "Don't you - _scoff_ \- me!" she chuckled. He laughed and cowered under her.

"What about her?" Gwen crossed her Hospital gown clad arms, hooking her left under her cast. Peter's eyebrows lifted at her sudden assault.

"What? Emma? N-Nothing is wrong with her." He crossed his arms. Gwen huffed. "In fact...she kinda looks like you." Peter grinned. Gwen raised an eyebrow and looked back and forth from the screen to Peter.

"No. I-I don't see it." she crossed her arms again.

"Seriously? Okay...fine...you two look nothing alike." he waved his hands. Gwen shrugged, running her fingers over the bedsheets. She began to mumble.

"I wouldn't go that far, I mean-

He threw his head back into the pillow and shook his grinning face, laughing as Gwen broke into a fit of giggles. "You love tormenting me don't you?" he laughed. Gwen nodded and sunk back into his shoulder, a hand resting on his chest.

"Well, I mean, I've got _a lot_ of catching up to do." she smiled. He kissed her head and they both went back to watching the Gangster movie. Both of them were content in each others arms, for the next hour or so. Their sleeping hours were now very erratic and out of control, since it was now four in the morning. Gwen yawned and Peter took it as his signal to get up, creeping over to his bedside chair.

"You get some sleep Gwen. I'll be here when you wake up, okay?" he whispered. She smiled and nodded, her heavy eyelids succumbing to sleep as it lulled her head down to the soft pillow. But, she couldn't sleep, not alone, not again. This was her first concious night in this Hospital bed, and she did not feel safe in it alone.

She sat up in her bed and cleared her throat. "P-Peter?" she mumbled, rubbing the bedsheets fabric between her fingertips. He stirred and sniffed himself awake, rubbing his eyes.

"Hmm? Hey, Y-You okay? You want me to get the Doc?"

"N-No...I don't want the doctor." she chuckled weakly. "I want you."

"What?" he rubbed his eyes again.

"For a fortnight, I've been in this bed, though I haven't been concious..I-I've still felt...alone. I can't go another night alone. I-I don't want to." she shrugged. He chuckled and scooted his chair closer.

"Gwen, I think it's frowned upon for me to sleep in that bed with you." he grinned. Gwen shrugged.

"Since when have you been one to follow rules?" she smiled. He nodded and rubbed his chin.

"Fair enough. You're sure?" he asked with a gulp. She nodded and bit her lip gently. "Okay, okay, so umm...I just..." he stood up and she scooted over in her bed. He crawled on beside her and made sure she was warm and safe. She smiled and nudged her nose to his. He looked deep into her green eyes and she beamed at him. Her toes played footsie with his socked feet. She snuggled into his Hoodie and balled up the fabric in her hands. Peter wrapped an arm around her shoulder and pulled her into his hold, kissing her scalp, resting his chin on her blonde locks.

"I love you." She mumbled into his neck. He grinned and nodded.

"I love you more." he smiled, kissing her locks again. They settled in for the rest of the night, and soon they both lulled away into sleep, not a single nightmare the entire time.

* * *

**Author's Notes: So, that was one long chapter! Wow! It started off pretty dull I guess, but then lightened up. Hopefully it's as good as my other stuff...I don't know really. Let me know if it was okay. I'll make up for it next time! Oh, and don't worry that's as bad as it gets for Gwen, she gets real badass in future chapters! Anyways, love you all and have a goodnight! - Dave**


	18. Sins of the Father

**Author's Notes: Hey everyone, new update! Yeah! Bit more Fluff this time round, more interactions between characters too. Enjoy and relax! - Dave**

* * *

**Chapter Eighteen: Sins of the Father**

**...**

"Parker!"

Peter sulked his way towards Jameson's Office, passing all the other traumatised freelance photographers who'd just met the infamous Jameson. He ran a hand up through his hair and puffed a long cool breath of air to solidify his quaky legs. Tucked under his left arm was a folder thick with photographs, though none of them features the red and blue Webslinger. Peter had some idea what this meeting was about, and it made his stomach boil as if someone had poured a litre of corrosive acid down his throat.

With Spiderman being declared dead on the night of Gwen's accident and the Green Goblin's demise, he hadn't worn the suit since given his lack of faith in himself and being by her bedside until she woke. Now she had been awake from her coma for three days, and still he wasn't back in the suit which was currently crammed in the bottom of his closet. So, with no Spiderman to take photos of, what was the point of having Peter Parker on the payroll?

Peter flicked his clammy hand and cooled his dry lungs with a liquefying breath, knocking on the glass door to the Daily Bugle Manager's office. Through the window, Peter could see the man was stood by the window, hands clasped behind his shirt and slacks back, a pillar of wavy silver smoke rising from the cigar chomped between his teeth. He looked over his shoulder and snarled loudly through his gritted dentures and cigar. His thick square Mustache sat atop his firmly set lip.

"Parker! Get in here!" He snapped in a gravelly tone. Peter sighed heavily and pushed the door open, walking into the now suddenly silent office as the door shut behind him. He padded across the room and towards Jameson's desk, watching as the flattop haired man with silver sides sat heavily in his swivel chair. His rolled up sleeves showed his thick arms coated in straggly long hairs, massive calloused hands pressing together with a clap.

"You got me more photos, Parker?" He spoke through his still teeth. Peter scratched at the base of his neck and spoke through his dry throat.

"Err...yeah, yeah...I mean...th-there not...there..." he mumbled as he placed the folder down, two of Jonah's thick fingers pressing down on it, swivelling it round to face him. He tapped the base of his cigar and a chunk of silvery ash crumbled from the tip and crashed into the glass ashtray. He opened the folder quickly, violently, and flicked through the photos of Central Park; Bright blue sky, blossoming pink buds on trees and many people still wrapped up warm as Winter's grip began to ebb, spring on it's way. They were stunning photographs, but by the look on Jameson's face, it wasn't what he wanted. He'd flick a photo, grimace or scowl, then flick it to the next, repeating the cycle.

"Parker, what the hell are these?!" He slapped the folder down on the desk, leaning back in his chair. Peter gulped under his powerful stare. "If I wanted photos of happy people in the cold, damn I'd just call up Aunt Petunia in Alaska!" He growled quickly and loudly through the parted teeth digging into the cigar. Peter huffed and looked down at the floor, hands rammed in his coat pockets. "I hired you for Spiderman photos! Where is that menace anyway?!"

"I-I dunno." Peter shrugged quietly.

"What? Speak up boy, I got the hearing of a bat in a firing range!"

"I dunno." Peter said, slightly louder, face hot with embarrassment.

"He handed in the towel? Hah! I broke the bug!" Jameson cackled. Peter sighed and looked up from the floor, gulping. "New headline..." Jameson held out his hands and made a frame with them. "Spiderman no more, menace declared dead!"

Peter grit his dentures and rolled his concealed eyes. "Mr Jameson, I-I took those photos...c-can I just get paid? I need the money, sir."

Jameson looked up at him with a firm set jaw, eyes wide with what could only be compared to a Tiger's predatory gaze. "What? For these? I've seen better in a fourth graders lunch room!" He looked at Peter as his shoulders sagged and his weary eyes downcast. "Fine, I'll give ya thirty bucks." he slapped the folder down.

Peter looked up with shock. "Thirty Bucks?"

"I wanted Spiderman photos, you got me park photos! You know what, your fired!" He snarled. Peter clenched his jaw and nodded to conceal the growing tears and welling up in his throat. He threw his head back and grabbed his bag, turning to the door. Said door suddenly opened and a Employee in a suit leaned in. As soon as the door opened, the bustling voices outside flooded in.

"Sir, We got reports of Spiderman down on Fifty Second street!"

"What!?" Jameson and Peter both exclaimed. "Parker, you're rehired! Go down there and get those photos!" Jameson pointed at him. Peter sighed, confused and befuddled.

"But, you just fired me."

"No, didn't you just hear me?! I rehired you, now get to it!" He picked up the phone, and without a pause for breath or thought, began shouting down it. "I don't care what my wife says, tell her none of my credits cards work!"

"What just happened?" Peter mumbled to himself. He shook his head and made his way out of the office. He stepped by people and threw his back pack on his shoulders. As he began the long decent down the twirling staircase of the Daily Bugle, he shoved his hand in his pocket and pulled out his phone, flicking it open. He felt the phone hum and vibrate in his grip.

"Hello?" he answered with no enthusiasm.

_"Hey Buggy, what's up?"_ Gwen said softly. His smile perked up.

"Oh, H-Hey Gwen."

_"Peter? You alright?"_

"Hmm? Oh yeah, yeah. Just got out of a meeting with Jameson." Peter scoffed.

_"Oh?"_ Gwen humoured.

"Yeah..." He grinned into the phone, kicking a pebble.

_"Ah..."_

"Mmm. Guy's a jerk. Offered me thirty Bucks for those photos I took, you believe that?" he shook his head.

_"Aw, I'm sorry, Babe."_ Gwen sighed.

"Thanks...But...I don't get one thing." Peter left the building and shivered at the cold snap of air that collided with his face.

_"What's that?"_ she responded gently.

"I've gotta go take some photos of Spiderman."

_"So? You always do that."_ She laughed.

"Yeah...but this time, I'm not the one in the suit." he said, taking a moment to lean against the wall, skateboard wheels on his backpack scraping along the concrete.

_"Oh...OH! Oh, wow, so...what, you thinking imposter?"_

"More Imitator. Had a few of those after we stopped Connors." he looked left and right at the bustling crowds, phone pressed to his ear. Gwen sighed down the phone.

_"Peter? C-Can I ask you something?"_ she said softy. Something about her voice made him nervous, so he sidestepped into a slightly quieter alley.

"Yeah, yeah, what's up?"

_"W-Why haven't you been...you know...swinging lately?"_ she said with what he could only imagine as a shrug. He sighed and rubbed the bridge of his nose. _"You know with the webs and the-_

"I got it, I got it, Gwen." He grinned, which quickly faded. "I dunno I-I just..." He looked left and right in the dark alleyway and slapped a free hand to his thigh. "I guess I lost faith." he sighed. Gwen didn't respond immediately, so he sighed loudly. "Gwen, I-I gotta go. I'll swing by the Hospital later, yeah? Gotta see my girl on a Saturday, right?" he grinned weakly. He heard Gwen give a throaty weak laugh.

_"Yeah...umm...I-I'd like that. Talk later?"_ she said with a hint of a sad smile.

"Always. Love you." he smiled with conviction.

_"You too."_ She hung up and he shoved the phone in his pocket. The cold air whipped around the sharp brick corners of the alley and combined with the dank air to hit his skin and nostrils.

"Okay...Fifty Second street. Gotta get there quick." He sighed and looked up at the walls, a rectangle of blue sky for a ceiling. He peered down at his hands, the barbs of spider hair prickling. "Fine. Just this once." he grit his teeth and latched his hands to the walls, beginning his climb.

...

Gwen sat up in the Hospital bed and looked at the phone in her lap. Peter's number dissipated from the screen and she sighed, rubbing the stitches on her forehead. The black eye on her left had begun to slowly fade away and the scratches had all but healed. Her right arm was also out of a cast as it turned out to only be a sprain, and not a major break. Her memory was back to normal, even the parts she wished she could forget, like the Goblin. Her home was in ruins, so whenever her family weren't at the Hospital to visit, they were living with their Aunt Sarah and Uncle Danny.

Danny Lugo was a long time best friend to George Stacy, and a key member of his team in the NYPD. He was also the fiancée to George Stacy's younger sister Sarah when George was killed. It devastated Sarah, and Danny was always there to care for her, and for George's own family. Gwen had a high amount of respect for him, and was happy to call him her Uncle after her Aunt's wedding day.

Gwen fell back ungracefully on the bed, her head bouncing on the pillow, blonde hair fanning out across the cotton. She blew air through pursed lips as she studied the Hospital room ceiling.

"Right, Miss Stacy!" Gareth, her Doctor, emerged, flipping through his folder on Gwen's condition. He grinned as she limply turned her face to face him. "Everything okay Gwen?" He smiled at her, crossing his lab coat arms.

"When do I get outta here?" she huffed. He grinned and shook his head with a throaty laugh.

"Gwen my dear, you received a massive amount of trauma to your head, and you've only been awake for three days." He stood over her, checking the monitor above her bed.

"So...Soon?" she said, hopeful with a cheeky grin and flutter of her eyelashes.

"Nice try. If I fell for that that easily, my wife would be up to her knees in jewellery and shoes." he shook his head. Gwen huffed and crossed her arms, pouting. "Look, you need to go steady. We've only just got you back, don't want to lose you again, do we?" He bent down to the side of her bed, rubbing his bearded chin and the crinkles under his eyes.

"No..." Gwen huffed, rolling her eyes. "No, I guess not."

"Good girl. Now, you've got a boy here to see you, says he knows you from school?" He stood up with a groan mid sentence, checking his file. "Eugene Thompson?"

"Flash!" she smiled, sitting up in her bed. "Yeah, yeah I tutored him at school!"

"Okay, I'll send him in." Gareth smiled as he turned to leave her room. Gwen looked down at her phone and studied it for a moment. She swiped her finger over the screen and began typing a message to Peter.

_Hey. _

_Peter, we need to talk, seriously, ok? I'll see u later yeah?_

_Love u xxx_

She read it over nine to ten times before sending it. She sighed and closed her phone, turning to face the door with a huge smile as Flash peaked in.

"Hey Blondie! You're up!" he laughed, walking over to her bed. She extended her arms with a laugh and he bent down to hug her.

"Ah, hey Flash. And hey...don't call me Blondie." she chuckled. He laughed and reeled back.

"Fair enough, fair enough." he cackled, pulling a chair over and sitting heavily. He slapped his hands on his thighs and smiled at her. Gwen scoffed.

"Flash, really? What, you just got gym clothes in your closet?" she grinned. He looked down at his red vest and black shorts.

"Ah, you love it really." he smirked. Gwen crossed her arms and shook her head with a weak grin. Flash's laugh dissipated to a cough into his fist. Soon enough, an awkward silence set in. Gwen smiled at him, drumming her fingers on her bed.

"So..." she shrugged. Flash looked up at her nodded himself back to the conversation.

"So, how've you been? Everyone, and I mean everyone misses you at school!" he chuckled. "MJ for definite." he rolled his eyes.

"Oh yeah, Peter told me. So...you and MJ huh?" she grinned. He chuckled and rubbed the buzzcut on his head.

"A lot can happen in two weeks." he laughed weakly, eyeing the Hospital floor.

"Tell me about it." Gwen said, more to herself than Flash. She rubbed the fabric of the bedsheets between her fingers.

"But yeah, I finally got the balls to ask her out, and she said yes. Pretty pumped!" He laughed ecstatically. Gwen smiled at him happily.

"I'm glad Flash." she beamed. He nodded and chuckled, rubbing the underside of his square jaw.

"So how are you?" he leaned back in his seat, crossing his legs. Gwen nodded with a fake smile.

"Yeah, I-I'm good, I'm good. Doctor says I'm on the mend so...can't ask for more." she drummed a rhythm into her bedsheets. Flash leaned forward, eyeing her.

"Okay...Okay, that's cool. How's Parker?" he asked, and Gwen shut her eyes. A heavy sigh vented and she looked back at him with a shrug.

"He's been...quiet, you know?"

"Yeah. All the time you were in here, and we weren't sure if you'd...you know..." he swirled his hand and Gwen understood. "He was so angry all the time, he was quiet...He went back to how he was when his Uncle died, you know?"

"How can I forget." she sighed.

"Yeah...j-just boxed the world out, you know?" he shrugged. Gwen nodded and smiled sadly. "Shows how much he loves you though, right?" She looked up at Flash. "Guy just...shuts down without you. I know, that we're still kids, and that any sort of relationships we have are considered...flings and...not real, because we're too young to understand." Flash scoffed. "But...you two? Your love seems pretty real to me." he shrugged.

"Aww, you seem to be going soft over there Flash." she grinned. He scoffed and crossed his arms.

"Tell anyone, I'll pull on your ponytail." he shrugged. Gwen laughed.

"Oh yeah? What, like Kindergarten? That still your fighting style?" she laughed as he gave into a grin. The rest of the visit went by with laughs and a good catch up of old friends, and Gwen saw the other side to Flash that hid behind his tough exterior. The real Eugene Thompson.

...

Peter finally reached the street in question, police cars parked in a cordoned off zone before the lobby of a tall high rise skyscraper. Red and blue lights flickered, painting the walls in faint flashes. A crowd had gathered in awe, looking and pointing at the rooftop high up. Peter followed their finger tips and saw the red and blue clad man on the lip of the tower. His eyes bulged in shock, as he looked on at Spiderman.

"That lunatic's gonna get himself killed." Peter grumbled under his breath, looking back up at him.

_"Spiderman! Give yourself up for questioning on the Goblin incidents! You will not be harmed and you will be released!"_ A police officer called out through his megaphone, reverberating off the walls. Peter scoffed and rolled his eyes, looking at their drawn Pistols. "Yeah, sure."

He stepped away from the crowd, pulling his hood up over his head. Just as he went to stuff his hands in his dark olive jacket, he grabbed his camera, looked left and right, and aimed the shutter up at the skyscraper. He zoomed in and snapped several photos with a violently bright flash. At least now he could get some money out of Jameson's tight wallet.

He shoved his camera in his backpack. He shook his head, zipped the bag and slung it back onto his shoulder. He turned to walk away, head held down beneath his dark navy blue hood. Guilt settled in his gut for walking away, but it just wasn't his problem any more. Spiderman was dead, and he had to stay that way to keep the balance to the city, otherwise something nasty _will_ come to kill him, and get innocents hurt. Plus, He just didn't have it in himself any more. After the Police betraying and hunting him and Gwen's horrific injury, he just couldn't see himself helping anyone any more. Peter had become apostate, renouncing his faith in himself to help people. Too many had been hurt on his watch already.

His hair ruffled under the chaffing fabric. Peter studied the pavement as it slowly rolled beneath him, kicking a stone along the curb, clattering down a drain cover with a sploosh. Suddenly, his phone vibrated in his pocket and made his thigh's skin fuzz. Quickly he pulled it from the cryptum of his pocket and flipped it open, reading the message.

_Hey._

_Peter, we need to talk, seriously, ok? I'll see u later yeah?_

_Love u xxx_

Peter sighed and pinched the bridge of his nose. He knew this conversation was inevitable, but he'd been trying to delay it for too long. Gwen was worried about him. He'd shut himself off from civilisation and only spent time with her. Sure he'd rang Harry a few times, but it'd only gone to voice mail every time. He'd given up on Spiderman as soon as the vigilante persona was betrayed by the Police and had failed to stop the Goblin hurting Gwen, putting her in a life threatening condition, bound in a Hospital bed with bruises and cuts. He'd lost his faith in himself.

Peter typed a short response and sent it, shoving the phone back in his pocket.

_Yeh, ok. see u later x_

He shoved the phone in his pocket and looked back up at the skyscraper as the red and blue clad imposter was handcuffed, two Officers pulling him down from the lip of the building. Peter sighed heavily and rubbed his face with both hands, his stubble rasping against the touch. The spectacle was over as soon as it started, as the Officers by the squad cars began waving their hands and ushering the crowds to disperse.

"Another imposter, please vacate the area!" Police called out as they ushered the groaning crowds to move out. Heads slumped and all the upset people went on about their day. Men in suits scoffed and barged by Peter while Mother's and children slowly sulked by him. He felt like the city was moving by without him, like a river round a rock.

"Where's Spiderman gone Momma?" A small boy asked as his tiny legs tried to keep up with his Mother, currently holding his hand. She sighed and looked down at him, brushing a brunette lock out of her blue eyes.

"I don't know honey, but we miss him." she sighed as she moved by Peter. He huffed and tugged on his hood, shaking his head to the pavement. Both hands slid across his face and rubbed down the rasping bristles of his stubble. He set his jaw to a clenched state and he looked through the now dissipating crowd as the Police walked out of the lobby doors with the Spiderman fanatic in custody.

"Son, you know how dangerous that is?" Peter's powerful hearing heard the Officer by the squad car say with an annoyed huff. The Spiderman costume clad boy shrugged. "Tell me kid, you got superpowers?" the Officer crossed his arms as the other two on each arm looked at the red and blue clad boy in the middle. He was stick thin, the cheap Halloween costume barely sculpting around his body, hanging loosely. They pulled the mask off his lowered head, revealing a pale kid with braces and short blonde hair. "You could have got yourself killed, why do it?"

"Cos people believed in him. Made em, I dunno, feel safe, I guess."

"Yeah, well that's what the Police department's for, son. Not vigilante's in unitards." the Officer scoffed. Peter grinned weakly, hearing so much of George Stacy in that one sentence alone. His smile faded as the Officers took the cuffs off and sent the boy on home. This was the third Imposter in two weeks, and they were doing more and more dangerous things. Things Spiderman could do with the flick of a wrist, could end up putting these imposters in hospital, or worse a Coffin.

As the scene faded to normality, both Squad cars driving off down the street, Peter was left alone to kick a pebble in thought and make his way down towards the Hospital. He might as well get that conversation with Gwen over with. He'd already let himself down enough today by just standing by and watching the event.

...

Helen leaned against the sterile counter top at the Hospital lobby, puffing air through her lips. She flicked a lock of greying gold out of her eyes and rubbed her brow. Her stomach was knotted and the butterflies that used to dwell within turned to swarming bees as the Nurse behind the counter printed out the medical bill for Gwen's stay. Helen nipped at her finger nails and drummed her other hand's digit tips against the desk as the violent chugging of the printer stuttered mechanically.

The Nurse smiled awkwardly as the printer continued to print out the ever elongating strip of pink paper. Helen gave a weak smile back and crossed her grey sweater arms, sniffing and looking left and right as her head sunk down into her shoulder's slightly. Her crystal blue eyes danced along the marble counter and across the tiled floor, flitting up at the gym attire clad boy who had just visited Gwen walked by. Flash gave her a smile and a slight wave as he made his way out of the Hospital, into the bustling Manhattan world beyond. She smiled weakly and continued to rub her upper arms as she waited for the bill.

Helen was dreading the cost of this. Without George, the family's income had dropped dramatically, to the point where Helen had to take two jobs to stay afloat. Now her home was destroyed, along with most of their possessions, and her daughter was in the Hospital. Life was never fair on Helen Stacy.

The bill stopped and the Nurse tore it from the Printer, sliding it along the counter. Helen gulped and let her eyes meander down the list of costs, the rising numbers hammering her heart:

Cost of Stay: $800

Cost of medical care: $950

The list went on and on, until she reached the sum total, and an audible gasp escaped her mouth as she cupped her lips with her hands: Total: $15,000

"Fif-Fifteen, thousand Dollars?! A-Are you freaking kidding me?" Helen shouted across the counter, eyes swimming with prickling tears. "I-I don't know how to...m-my daugh..." she sighed heavily and to her annoyance the Nurse just nodded and smiled sadly. Helen slammed her hand on the bill to steady it as she scribbled her signature at the base. "Fine. You want my kidney's too while I'm at it?" She snarked. The Nurse simply turned her face to the other patient.

Helen pulled the list off the counter and turned away, head low and defeated. She looked up as the lobby doors slid open, seeing the Hood wearing teen whose heart belonged to her Gwen. Peter stopped in his tracks and turned to Helen, pacing over as he tugged his hood down. He flashed her a smile, and she responded with a weary beam.

"Hey, Peter. Gwen's up if you wanted to see her." she sniffed, scrunched the bill in her grip. Peter eyed her with concern.

"Tha-thats okay - Mrs Stacy, y-you okay?" he asked softly. She laughed weakly and wiped a stray tear.

"N-No, not really. we got Gwen's medical bill." she said with a stammer in her throat. She held it out and Peter took it in his hands' studying it. His eyes bulged as they settled on the bottom. His usually huge grinning mouth was now open with shock and awe. "I know, right?" Helen scoffed.

"M-Mrs Stacy, I-I don't even...wow, that's just...I mean...Motherhubbard." he mumbled under his breath, running a hand through his windswept hair. Helen nodded and squeezed his shoulder. He looked up from the bill to her blue eyes.

"She's waiting for you. Go on up, I'll umm...hang onto this." Helen sighed as she took the bill unhappily. Peter sighed and nodded as he wet his lips. He pursed them and looked back at her.

"I-It's gonna be okay..." he shrugged, looking over his shoulder. Helen sighed and gave a weak nod. "I promise." he mumbled as he turned back to his original path, heading towards the Elevator, the chrome doors sliding open.

"I hope so." she sighed.

Peter stood in the elevator and smiled weakly at Helen until the doors shut. As soon as they sealed, he hunched his spine and gasped loudly. The bill was a huge amount of money. Gwen's condition had meant a two, nearly three week stay, and every day cost money, which then added up. Peter ran his hands through his hair and stifled a dry gulp in his hammering throat. The Stacy family did not have the money for that, they were living out of cardboard boxes till their home was fixed.

Peter sighed angrily, turning to a growl in his throat as he ran both hands down his face. How were they going to find that kind of money?

The Elevator suddenly stopped and his stomach sunk like lead. The doors pealed open and he made his way out of them, skulking his feet under him. He sidestepped the staff without even raising his eyes, letting his Spider senses paint a path for him. His hands were buried in his pockets and his head was arched low as he finally arrived at her door. His hand lifted from it's pocket concealment, and he gently rapped his knuckles on the frame.

Gwen looked up from her laptop at the door, her blonde hair fanning out with the sudden head swing. Her concentrating frown turned to a wide eyed smile as she saw him.

"Hey!" she beamed. He grinned as he lent against the door frame, eyeing her. "Y-You not coming in?" she chuckled, a hint of genuine concern in the laugh. He nodded and pushed off the door, walking into the Hospital room, hands back in their rightful pockets, feet kicking bashfully at the floor.

"So...Y-You wanted to talk?" he asked, unable to look at her, like a child being scolded. Gwen pursed her lips and nodded.

"Y-Yeah, actually..." She shut her laptop and took it off her lap, setting it on the Hospital bedside. Her fingers fell into her lap again, fidgeting. "...I did." she lightly tapped the spot beside her on the bed as she shuffled over.

"Okay..." he huffed, pacing around her bed to sit beside her. She pushed the hair out of her eyes and over her shoulders. Peter perched on the bed as it creaked.

"Peter I just...I want to know what's wrong. I mean, Flash tells me everyone can see _something's_ changed in you. Y-You don't smile as much any more, you barely even talk...I just..." She sighed at his lack of response. "Y-You tell me on the phone that you've...lost faith. Lost faith in what?" she asked gently. He leaned back beside her and shrugged his shoulders, running the tops of his fingers under his nose with a sniff.

"Myself...Spiderman." he shrugged again, unable to lift his eyes to her caring ones. She was the one in Hospital, yet here _she_ was helping _him_. Gwen nodded, more to herself than him and puffed through pursed lips. "I just...I dunno..." he sighed, shrugging.

"No, no, no, come on! Tell me, what's up?" she slipped out of the covers, her long legs clad in baggy pyjamas, feet hidden in big fluffy slipper boots. She shuffled over, shoving his shoes off the bed to sit in front of him, cross legged. Her intensely bright green eyes looked deep into his dull brown ones. He opened his mouth, his vocals failing him. The words set like Plaster on his tongue, and he just could not seem to vocalise them after several gapes of his lips. He looked down at her baggy grey top and he grinned lovingly as he rubbed the hem of the shirt beneath his fingers.

"This is one of my shirts, isn't it?"

"Don't change the subject." she pushed his hand down off the top. He looked up at her face and grinned again, a hand coming up to cup her cheek and stroke her hair.

"Did you do something different with your hair?"

"I've been in Hospital, of course I haven't." She dryly answered. He sat quietly for a few moments and finally his furrowed brows loosened.

"I really like you're pyja-

"Peter!" She snapped. He looked up and sighed, slapping a hand against his thigh dramatically.

"I can't do this any more." he blinked hard, gulping. Gwen suffered a violent shock of deja vu. He'd said the exact same thing when he broke up with her after her Father's death. Her heart ran cold. Was he going to break up with her again, to keep her safe? Had this whole Haemorrhage scare made him rethink breaking her Father's wish? She gulped and steadied herself for it.

"D-Do...do what?" she had to ask again, feeling the exact same horrific churning in her belly, a fiery frothing sea of butterflies and bees swarming within her. He looked up at her and wet his dry lips.

"S-Spiderman." he shut his eyes tight, crinkling his skin. Gwen had to sigh relief at that, but it quickly abolished to make room for confusion.

"What? Why?" she asked, shuffling closer to stroke his hand. He scoffed.

"Why? Y-You're asking me why?" He gestured from her to him, eyes wide with fury and hurt. A string of saliva blew against his gritted teeth. "I-I-I stick m-my neck on the line, and the cops betray me? Hunt me like...like...a felon?" He gulped, rubbing the underside of his jaw. Gwen simply tilted her head to try and catch his downward broken gaze. "Th-Then you got hurt, because I couldn't keep you safe. Because I couldn't stop the Goblin."

"Peter...he was insanely powerful, and his weapons way outranked yours." she soothed, shaking her head vigorously at the sheer idea. He scoffed and nodded, cupping her cheek.

"I just...lost faith in myself. Too many people have been hurt or killed because of me...Spiderman." He sighed heavily, a fist resting against his forehead. "U-Un-Uncle Ben, Y-Your Dad...I-I can't add you to that list, Gwen." He sniffed, his eyes settling on hers with glassy exteriors. Gwen mouthed an 'aww' and slid closer, almost in his lap as she kissed his forehead softly, slowly, intimately. His lips trembled and he steeled himself with a hiss of air. "_You_ are my adventure, and I almost missed it." he sighed, cupping both her cheeks. "I almost missed it all."

Gwen giggled softly at his rubbing thumbs. "Y-You don't want to give up Spiderman." she shook her head, resting her hands over his. He nodded vigorously.

"Yeah - Yeah - Yeah I do, I do. I stopped Connors...I...killed the Goblin. I've done my bit. Time to just..." he looked up at her and smiled weakly. "I want to live _my_ life, you know?"

"What if..." she shuffled closer, now actually in his lap as her arms wrapped around his neck. "What if something worse blows into town, huh?" she flicked her head to push the fringe out of her eyes.

"It won't...it's over. The-there was one thing the Goblin got right." he lifted a finger, and Gwen's eyes latched to it. "The balance." he smiled. Gwen raised an eyebrow,

"Wha-what?" she shook her head clear of thought. He grinned at her adorableness and carried on.

"There was once Cops, and criminals. The balance was even, you know?" he looked at her, and she nodded her understanding, caressing the base of his neck. "Then...Spiderman came along. He was more powerful than the bad guys, and dominated, making the balance..."

"Shift." Gwen finished. Peter nodded.

"Then, someone gets unhappy with Spiderman winning, and becomes just as powerful, maybe even more powerful to try and kill him. The balance only restores when they both vanish, and it..."

"Resets." Gwen nodded. "But...Peter..."

"Gwen...I need a break from it, I'm so tired..." He wearily replied. Gwen wet her pillowy lips and nodded her understanding. "I don't want to fight any more, I-I don't want to lose anyone again...I-I can't." he pleaded. Gwen shuffled up to his chest, arms still wrapped around his neck. Her nose tip pressed against his. "Please...I'm so tired..."

"Okay...Okay, I'm not gonna complain about having you safe. Hmm, maybe you can go a few days without a bruise now." She teased. "But...as long as this is what you really want." she mumbled into his cheek as she laid a soft peck to his skin. He nodded and coiled his arms around her waist, pulling her into his hold.

"I want _you_, Gwen. I want you safe and well and cherished...I love you too much." he whispered into her neck.

"I love you too much too." She smiled. He grinned and chuckled quietly. "What?" she laughed faintly.

"Too much too." he grinned. "Sounds funny." he shrugged. She loved his bashful shyness, and enveloped his lips between hers, enjoying the warmth between them. Peter moaned into her lips and slowly peeled away, panting lightly as they bumped foreheads.

"So..."

"So?" Gwen humoured.

"So that Spiderman fanatic got arrested." He said bluntly. Gwen looked up.

"How'd you feel about that?"

"They let him go, but...I dunno...I don't care right now. I wanna be obnoxious and selfish for a while, that okay?" he grinned weakly.

"Selfish with what?" she laughed.

"You, cos you're all mine!" he wrapped her up in a hug and she squealed in giggles as they rolled on the Hospital bed. His fingertips dug into her ribs and she cackled with laughter, trying to push his hands away. They rolled over and Gwen pinned him beneath her to the bed, her hair falling down to rest on his shoulders, waterfalls of gold gushing from her scalp. Peter, as breathless as her, looked up into her eyes, and she down at his. They both caught their breath and she kept her hands on his shoulders to pin him down, straddling his legs.

"Pinned ya, Bugboy." she smirked. He looked at her with a deep reservoir of barely contained love. Slowly she lowered her face and puckered her lips, pressing them to his in a passionate kiss. Peter's hands cupped her cheeks and curtains of blonde closed around there faces. She moaned into his lips and suckled on his bottom one, before pealing away.

"Ahem?"

They both froze and looked over at the door when Helen was leaning against the frame, a smirk on her lips. Gwen immediately sat up, accidentally kneeling on Peter's groin. A pain laced groan escaped his mouth as he curled into a fetal position. "My balls..." he whispered in a high pitched moan.

"Mom! H-Hey. Peter and I were just umm..." she tried to see a way out, but struck a brick wall as to how to explain why they were rolling around laughing. Gwen huffed and slapped her hands to her thighs in defeat. "I got nothin."

Helen grinned and shook her head as she stepped into the room, pulling up a chair as both Peter and Gwen sat on the bed, Peter's face still tense with pain.

"It's fine, you're both adults...I think." she chuckled. "Oh! Peter, thank you for swinging by what's left of our house and getting the boys their games. Apparently Danny is having a hard time coping with the three of them." she shook her head.

"Oh, Peter _swung_ by, that was nice of him." Gwen nodded over dramatically. It occurred to Peter there that Gwen was a terrible liar, it was a miracle Helen had only recently found out about Spiderman.

"Well, I mean, I don't know if you used your webs at all, but yeah, thank you." Helen smiled. Peter shrugged and nodded, ignoring Gwen's wide eyes and shocked mouth drop.

"Yeah, no, it's cool." he smiled.

"Whoa, whoa...whoa._ What_?!" Gwen frantically asked, her voice rising a few octaves. "You know about..._Spiderman_." she whispered, thumbing at Peter.

"Yes..." Helen nodded slowly. "I've know since that...thing attacked our house. Peter and I talked awhile ago, and...we sorted out all the tension between us. He is a lovely young man, Gwen." she smiled. Peter chuckled and smiled back.

"Thanks."

"You're welcome." Helen beamed.

**"Am I the only one that is completely freaked out right now?!"** Gwen shrieked, fistfuls balling up her hair.

"Gwen, shush, please, we're in a Hospital." Helen sighed.

"Yeah Gwen, jeez." Peter scoffed. Gwen's eyelids twitched along with the corner of her lips, insanity only a stone's throw away.

"Oh, how was that Eugene boy, he seemed nice." Helen smiled as she leaned back in her chair. Gwen shrugged and rubbed at her face, trying to decipher this new information.

"Oh, Flash came by? Cool." Peter smiled. Gwen watched Her Mom and boyfriend talk like there was never any sort of tension between them what so ever, like she never threatened to kill him if he hurt her again. Now the secret between boyfriend and girlfriend seemed to be general knowledge to anyone. Gwen took her laptop, ignoring her Mother and Peter babbling. She opened it and began to type out the rest of her Oscorp evaluation that was three weeks overdue. She might as well try to sink back into normality, if she ever had it in the first place.

...

Harry sat at the oak desk that was once his Father's, the dank dark that enveloped the room making his eyes bleary and appear dead, pupils dilated upon the desk top. Empty bottles of alcohol littered the floor, tracks of cocaine were dusted across the table and under his nose. His hair was thick with sweat, matted like muddy dog fur.

He rubbed his eyes and eyed the book on the table, entitled 'Contacts'. The black leather bound book called out to Harry and he grabbed it, lifting it up. Gravity vaulted the pages open and Harry studied it with mild interest. He looked through the list of names, some he knew from Oscorp or old Family friends, some who had long ago passed.

_Richard Parker_

_Mary Parker_

_Thomas Evans_

_Andrew Church_

_Gustav Fiers_

_Amaretto Anatolia._

Harry stopped his wondering eyes atop the unknown name of 'Gustav Fiers'. He'd heard his Dad speak of this man before, about how he'd gotten him to visit Connors in prison. He'd referred to him as 'The Gentleman' due to his presentable appearance and large rimmed hat. Apparently the name had stuck, for he from then on called him The Gentleman in all conference calls. He was apparently the type of man who could get anything done, by any means. He had connections in every corner of the world.

Harry dropped the book and grit his teeth as he remembered how Oscorp told him of Norman's death. A workplace accident was _Bullshit_, and Harry knew it. They had used the excuse that Norman's illness had accelerated and he was desperate, an accidental overdose causing his demise. But Harry remembered something. He remembered being at home, and overhearing his Father shouting to himself in his study, as if there were two entities inside him, like Jekyll and Hyde.

_"The Benefactors won't help us cure you Norman, we have to kill them!_

_"No! I won't! I won't!"_

_"Then you will die! They won't help you Norman, they have left you to die! You are out of time!"_

Harry remembered hearing Norman's muffled shouting cries echoing through the walls. His Father's illness must have been making him go mad, and nobody helped him. He died, because those Benefactors never helped him. They lined their pockets with the money from Oscorp's work, but never thought to help their dying partner. How dare they live off of his pain and suffering!

Harry pulled his phone from his pocket, ignoring the fifteen missed calls from Peter over the last two weeks. He looked at the contact book and hesitated upon clicking every number into the pad. His heart hammered in his throat, he knew that going through with this would mean no going back, but he had to get justice for his poor Father.

Harry grit his teeth and dialled the number of Gustav Fiers. His fingers drummed on the table and specks of cocaine dust stuck to the tips. He sniffed hard and cleared his throat.

_"Harry Osborn..."_ the gritty voice spoke. Harry gulped nervously.

"H-How did you...

_"Your Father's number...but he's deceased is he not?"_ Gustav said with an audible grin. _"Ah, for the prodigy of the Osborn family."_

"Look...I...I heard you know how to...get hold of people..."

_"What kind of people, Harry? What do you require?"_ he spoke slowly, obnoxiously. He had this ability to destroy confidence in the other, and feed off it to enhance his own. Harry soldiered on.

"Those...bastard Benefactors. They let my Dad die, and now their...swimmin in their cash!" he slammed a fist on his Father's desk. The base of the bottle in his grip smashed and shards of glass sprayed out, some sticking into his skin. He hissed and ignored the gushing blood, pain dulled by drugs and alcohol.

_"And...you want them...?"_ The Gentleman searched for Harry's answer, an obvious swirl of his unseen hand. Harry sniffed and looked at the photo of his Father and his Mother on his desk.

"I want them punished. Hunt them down, and kill them." Harry snarled, a new oppression of darkness enveloping the boy. Silence sat on the phone for a while.

_"I know just the candidate. A master Hunter. But, I warn you, not only is Sergei Kravnioff an expensive big game Hunter, he will never let his prey leave alive._ _Are you sure you wish to go through with this act of revenge?"_ The Gentleman asked. Harry stared at the photo of his family, his anger bubbling up to the surface, cocktailing with the alcohol and drugs in his system and threw the frame at the wall with a cry of anger, watching it smash and break like the Osborn family itself. A roar escaped his lungs, echoing around the empty house, ricocheting off the darkness. His lungs seemed to set fire, and he pulled the phone back up to his ear with gritted teeth.

"KILL THEM ALL!" he cried. Gustav laughed down the phone.

_"The sins of the Father indeed! I will see it done, Harry."_ And with that, the phone line went dead. Harry collapsed to the seat and began to sob, shoulders bobbing in the darkness. He hugged his knees and wept, with no one there to calm his cries or sooth his aches. Harry was all alone, and he will see to it that whoever did this to his family, whoever killed his Father, dies.

* * *

**Author's Notes: So, another update done. It's gonna be hard to update as often over the next few weeks my friends, since I am working like a trojan! I'll try, but no promises. It'll only be a few days delayed, but I thought best to let you know. Let me know what you think of this update. Can you guess the next villain? How's Peter gonna get the money for Gwen's medical bills (No, not by cooking Meth) Leave a review and let me know! Love you guys, and sleep well! - Dave**


	19. I need you

**Author's Notes: A chapter of pure fluff! Seven thousand words of Gwen and Peter sweetness! There is some smut at the end mind you, but you can just skip it if it makes you uncomfortable. I've highlighted the start of it. So, read on! I'm so tired from working six days a week, there may be some mistakes. Let me know so I can fix them! Love you all, and enjoy! - Dave**

* * *

**Chapter Nineteen: I need you****  
**

**...**

"Here." Peter exclaimed as he threw the Spandex red and blue costume onto Jameson's desk. Jameson's usually furious eyes expanded in what could only be described as a cocktailed emotion of shock and awe. His Cigar hang limply from his teeth and he looked down at the costume.

"What? Why would I want a knock off-

"It's real. Found it by the side of the river." he said with a lying heavy heart. "See? No tags. He made it." Peter pointed to the collar. Jameson scoffed in delight and nodded, looking up at Peter. "That Spiderman...guy we saw on fifty second street...w-was a fake again. This just...proves he's gone." Peter shrugged, wetting his lips and rubbing the nape of his neck.

"Hah! The menace is no more! And not only that, but I have his suit!" Jameson laughed over his cigar, standing up from his chair sharply, holding the suit up between his fingers. "I got rid of him!"

"M-Mr Jameson, It's not free." Peter gulped as all of his confidence vanished under Jameson's steely stare. Smoke piped up from the tip of his cigar. "I need money, a-and you want that suit."

Jameson stared at him and suddenly scoffed, breaking out in an uproarious laugh. He threw his head back and laughed to the ceiling, making Peter feel insignificant in all of five seconds. His heart hammered in his throat, but Peter overcame it with a steely breath of air, swallowing his fear and exhaling bravery. He needed to do this, to get the money to cover Gwen's medical bills. Suddenly Jameson stopped laughing and silence filled the room as he stared at Peter.

"What are you serious?" He chuckled. Peter sniffed and nodded at him.

"Yeah, yeah I am."

"Fine. How much you want for it?" Jameson put the costume down and opened his desk drawer, pulling out his cheque book. Ash from his cigar sprinkled over the pages. Peter thought long and hard. Over the past few weeks he'd saved a lot of money he'd earned for such a scenario as this, along with selling both his current genuine decommissioned (So no idiot could try and use them) web shooters. Together they managed to get him five grand on Ebay to his own shock. It also killed his heart to see how much people loved Spiderman, spending that sort of money on a piece of the iconic hero. But, he'd been betrayed and the love of his life wound up in hospital because of his mistakes, because Spiderman failed to save her. He was done with it.

He just wanted to be normal, to focus on getting his school grades back up to second in his class, as opposed to tenth. He'd dropped significantly after Spiderman came into his life, and with university and college choices around the corner, he had to think about himself for a change. So, he was, and he was always thinking of Gwen.

"Ten thousand." Peter sniffed bravely, though never making eye contact with Jameson, even when his earth shattering voice boomed "What?!"

"What?! Ten thousand, what cents? No way!" He looked at the genuine Spiderman suit. "It doesn't even have a mask!"

"Yeah, well the police have that don't they?" Peter looked up at him, sternly. A slither of anger at the NYPD flooded into his heated blood as he stared down Jameson. They had betrayed him, after saying they trusted him. They tried to kill him, and it slowed him down, therefore letting the Goblin put Gwen in Hospital.

"I'll give ya eight hundred." He began to write the check.

"N-No." Peter shook his head. Jameson looked up at him. "My Girlfriend i-is in the Hospital, because o-of something Spiderman did, what he was unable to do. H-He couldn't stop the Goblin, a-a-and Gwen suffered." He sniffed and shrugged. Jameson studied Peter for a moment, seeing a broken side to his star photographer. "Now, her family is without a home...a-and her medical bills are..." Peter scoffed. "huge." he shrugged with a dry laugh.

Jameson tensed his jaw and looked down slightly at the cheque. He ripped the scribbled on cheque out and crumpled it up in his huge hairy backed hand. Peter watched the man as he scribbled onto the new cheque, adding another zero to the number. He ripped it out and slid it across the desk.

"Eight thousand. As high as I'm going, take it or leave it, Parker." He shrugged, hands in his slack pockets. Peter picked up the cheque and mouthed a wow, looking up at Jameson.

"R-Really?" He smiled. Jameson shrugged and nodded.

"Gwen Stacy, right? George's girl?"

Peter nodded and wet his top lip, currently dry from stress. "Yeah...Captain Stacy's girl."

"Yeah, well...George did a lot for this city, gave me plenty of good stories to publish over the years thanks to his force." Jameson scoffed. "Best we help his family get better." He sat down.

"Th-Thank you sir, I-I-I don't-

"Get out Parker. You start work again in two weeks." Jameson never looked up, studying the Spiderman costume he just bought. Peter nodded and smiled, shoving the cheque in his pocket.

"Th-Thank you sir. You just saved them." Peter smiled, turning and leaving, throwing his back pack over his shoulder. Jameson scoffed and picked up his purchase, walking over to the wall, looking at where to hang his trophy.

_More than I could do_. Peter thought to himself darkly, taking the cheque straight to the bank, and hoping it didn't bounce. He knew he wouldn't, for Jameson may have been an angry, impatient, cheap man most of the time, but for something like this, he knew he was the man to count on.

...

"Thirteen thousand?! Thir-thirteen-"

"Yep." Peter smiled proudly at Helen as he handed her the cheque, stood in the lobby of the Hospital. "Guy at the bank was really confused. Why was this kid withdrawing that kind of money?" Peter chuckled, grinning at her. Helen enveloped him in a hug as tears tracked down her cheeks.

"Th-Thank you, so, so much!" she sniffed into his shoulder. Peter, startled by her hug, shook it off and hugged her back.

"No prob. It's cool." he nodded.

"It's cool?" Helen reeled back, laughing to herself as she wiped her eyes. "You hand me thirteen thousand dollars to help my daughter, and you just say, it's cool?" she laughed as he shrugged. "Man of many words, huh?"

"Maybe." He grinned. "I umm...I sold my Spiderman stuff." he shrugged, hands in his pockets.

"What?" Helen dropped her hands, and she eyed him concerned. "But, Peter-"

"Its okay, I-I wanted to. I messed up, a-and Gwen and you guys got hurt, bad. Police hunting me down and..." He sighed heavily, blood tingling like rivers of acid in his veins. "I'm done. I just wanna look after Gwen and get into a good university. Maybe go to England!" He chuckled at all this new freedom he had, shaking his head. "D-Does that sound selfish?"

"No. Not at all." Helen smiled and kissed his cheek. "Thank you. You're a hero." She smiled. Peter's gaze dropped.

"I was. For a while."

"You don't need to swing around in Spandex to be a hero, Peter." She made him look at her eyes. He did, looking up at her smile. "You'll always be her hero. Mine too."

"T-Thank you." He sniffed and nodded. She smiled and nodded back, looping a golden lock behind her ear. Hoping to change the subject, Peter cleared his throat.

"So Umm...Gwen today, huh?" He mumbled, and Helen raised an eyebrow. "Getting out of Hospital. Discharged, you know." he scuffed his shoe along the floor.

"Oh! Yes, yes she is. She's up and getting her stuff ready if you want to see her." Helen nodded up to the Hospital ceiling. Peter smiled and nodded. "I'll umm...go and pay the medical bills then." She chuckled. "Never thought I'd be able to say that, thought it'd drag us all right under. Thank you so much, Peter. F-For everything." She smiled at him. He nodded and motioned to leave.

"No problem."

Spiderman's life may be over, but Peter's was just beginning, and he could safely say he was looking forward to spending it with Gwen. He had Helen's undying love for him and her daughter's relationship, and her brothers saw him as family. There was a time when he was terrified of getting close to Gwen and her family again, lest they be the targets of evil again. The Goblin tried, but Peter won, at a cost. Gwen was on death's door, and it was his fault, and just like her Father's death he will carry that guilt forever. But...as he stepped into her Hospital room door frame, eyes falling over her brushing her blonde hair in the mirror and applying her make up, dressed in a dark purple blouse and short light purple skirt, over tights and thigh hight boots, he knew he wouldn't have to deal with it alone.

"Knock knock." He rapped on the frame. Gwen's bright and vibrant eyes fell on him, wide as saucers.

"Hey!" She cheered, padding over to him with the clapping of her boot's heels. "Where've you been?" she gave a raspy chuckle before enveloped him in a hug, her powerful aroma of lavender perfume and shampoo filling his nostrils as he buried them into her hair.

"Just...had to go to work quick. Get paid." he kissed her scalp.

"Oh? I take it Jameson's still being tight, huh?" she grinned up at him, arms around his neck. Peter scoffed.

"No, actually. He surprised me." He grinned, pushing his lips to hers to stifle that confused expression. She moaned in surprise, but soon softened into him, her lips melding with his, warm and soft, pillows of velvet skin suckling on his. He peeled away and she went slightly cross eyed, catching her breath.

"Whoa, easy Bug boy." She chuckled, breathing raggedly. He sighed heavily at the pet name, since it could no longer be applied, but...hey, she still liked to say it, and he liked to hear it. Who cares if it's null and void since Spiderman's demise.

"Oh...Did you...I-Didn't mean to-"

"It's okay." he chuckled, squeezing her fidgeting hands. "I love it when you call me that, Spiderman or not." He nuzzled his nose to her, and she giggled, before sighing and studying his hands, still showing black smudges of bruising from the Goblin fight, all these weeks later. Her make up had stifled most of her bruises, and the stitches on her scalp had dissolved., just a small, thin red line on her forehead. She still had to wear a small brace on her hand, small enough and thin enough to be hidden under her sleeve. Her sprain was close to being mended, but she still mumbled and moaned about wearing it.

"I wish you didn't have to give up Spiderman." She sighed. He huffed and lifted her chin with his fingers, her adorably sweet eyes wide over his.

"Gwen, my greatest responsibility is to you right now, hell always will be. I'm not giving up anything being with you." he smiled at her, and she melted under his words, grinning like an idiot, hiding it in his chest. "What?" he grinned at her as he pushed her up out of hiding her face in his torso.

"You! You and your damn romantic...blah-ness." she gesticulated with wavy hands. He laughed and grinned at her.

"You know I really thought I'd lost you for a while." He smiled warmly at her, wrapping his arms around her waist and pulling her into him gently, feeling the warmth of her body as it pressed to his abdomen. Her hands rested on his shoulders and they tilted scalps to bump their foreheads. She sighed happily.

"You'll have to try harder than that to get rid of me." she laughed, as Peter lifted his head and kissed her forehead, wet lips leaving cool marks on her skin. He rested his chin on her soft locks and hugged her into him, smiling contently. They stayed in that embrace for over five minutes, softly swaying left and right, eyelids heavily closing.

"So..." Gwen murmured against his chest. Peter pulled out of the hug and looked at her.

"So?"

"I get to go home!" She exclaimed, hands held above her head as she cocked her hips to the side. His eyes automatically dropped to the swaying curves of her hips, and she cleared her throat, Peter's eyes flitting back up to settle on hers, a blush in his cheeks.

"Yeah...umm...going home." Peter gulped. Gwen's smile sagged as she remembered. Her home was till being rebuilt. Her shoulders sagged and she eyed the floor.

"Oh yeah...I umm...I forgot." She chuckled dryly. "Wow. Stupid Gwen, real stupid." she shook her head. Peter caught her hand and spun her round into his chest. Very similar to how he caught her on the rooftop all those months ago at the start of their romantic journey. Though that was with a biocable, this was with his rough callously hand. She looked up from his chest at him.

"Hey. It'll all be okay, okay?"

"Okay." she nodded.

"Hey you two." Helen exclaimed as she walked into Gwen's room. Gwen huffed and pushed her fingers against Peter's chest.

"Looking forward to some sense of privacy again." Gwen huffed in Peter's ear, making him shiver. Helen spun round to face them, picking up Gwen's suitcase.

"Ready to go, honey?" she asked. Gwen dipped a hand into the waterfall of gold over her ear, rubbing beneath her hair.

"Yeah umm...where are we staying?" Gwen asked with a shrug. "I umm...I dunno what's going on, or anything."

"Oh, well, the house is in repairs, so for the next two weeks, we're staying at Uncle Danny's and Aunt Sarah's." Helen shrugged. Gwen scoffed.

"Umm, Mom? I thought I was the one who took the bump to the head. Don't they have a dog?"

"Yeah. The boys love playing with little Jasper." she chuckled, and Peter nodded. Gwen paced up to her Mother.

"Mom...y-you remember that I'm allergic to dogs, right?" Gwen asked with squinting eyes. Helen sighed and dropped her head, rubbing her hands over her face.

"Oh, honey, I-I'm sorry...I totally forgot." Helen looked up at the concerned Peter. Gwen turned to look too, and suddenly he was faced with both the blonde Stacy women. "Gwen's been allergic to dogs since she was five. We never had one, so I just...forgot. Damn it, now what?" Helen sighed, slumping to sit heavily on Gwen's made Hospital bed. Gwen huffed and sat beside her, hands in her lap.

"I'm sorry Mom."

"Oh, don't be silly. You can't apologise for allergies, Gwen." Helen smiled at her weakly.

"She can stay with me." Peter shrugged, only realising what he'd said once it was too late.

"What?!" Both the Stacy women blurted, Gwen's face mixture of shock, while Helen's was confusing.

"I umm...I-I said, G-Gwen could stay with me a-and Aunt May. I-If she wants to , I mean I don't wanna force anyth-If you're okay with it Mrs Stacy I was just trying to help." he bashfully eyed the sterile hospital floor. Gwen's eyes lit up at the idea.

"Mom, yes, can I? Can I, can I, Can I?" she begged, bouncing on the bed slightly. Helen eyed Peter curiously.

"I can tidy my room and Gwen can crash there. I'll sleep on the couch." he shrugged. Gwen's heart sank a little at the fact they won't be able to cuddle in bed, since that was the best night sleep she'd ever had when he came round that one night to check on her after the Goblin's first attempt on her life, after his fight with him at the Trinity church. They never had sex, nor did they try to. They just fell asleep in each other's arms.

Gwen knew Peter, and when he said he was going to do something, he definitely would. So when he says he'll sleep on that sofa, he definitely will.

"I dunno. The two of you under one roof, no supervision." Helen mumbled. Gwen shot daggers at her.

"Jeez Mom, Aunt May lives there. What, you think we're animals?" Gwen crossed her arms. Helen chuckled dryly.

"No, I don't think you are animals." She looked up at Peter, then at Gwen who had a pleading look in her eyes. She wanted and deserved some freedom. Time to let her daughter grow up. Helen sighed heavily, and let her daughter go. "Okay, if that's okay with your Aunt, Peter, Gwen can stay." Gwen hugged her Mom and she smiled.

_Crap. Aunt May._ Peter gulped. "I umm, I just gotta go make a phone call. I'll be back. One sec." He ran out the room, dialling her number.

"Hey, Aunt May." He kicked the ground bashfully as he held the phone to his ear.

"Peter, you okay Honey?"

"Yeah, yeah I-I'm good." He nodded to himself, his other hand stuffed in his pocket. He looked around at the speedy life of this Hospital, Nurses and Doctors rushing from room to room, the chorus of heart monitors and other beeping machines.

"So...what'd you want to tell me, Peter?" She asked. Peter came back to reality.

"Oh. Yeah. Umm, well Gwen's out of the Hospital today."

"Oh fantastic! I bet her mother is thrilled!" May said with an audible smile through the phone. Peter grinned uselessly to himself.

"Yeah, yeah, she is. Listen umm, Gwen hasn't got anywhere to stay till their house is fixed in like, two weeks. Is it...is it cool if...she stays with us." he managed to say.

"Of course. What does she want for dinner? Shall I make Meatloaf-

"No! No, that's okay." He chuckled weakly, lucky he survived another meatloaf fiasco. "Thanks Aunt May. I really appreciate you letting her stay."

"Where will she sleep?" He knew that was a loaded question, so he gave his answer carefully.

"In my room, which I have cleaned, and I'll sleep on the couch, I-It's no biggie." He shrugged, waiting for her answer.

"You are such a kind boy. She is lucky to have you." Aunt may said proudly. "Uncle Ben and I must have done something right." She chuckled. Peter smiled towards his phone.

"You did everything right. I love you. See you later?"

"Of course. I might have to do a shift tonight though, I'll let you know."

"Okay, bye Aunt May." He smiled.

"Love you." she hung up. He stuffed the phone in his pocket and gave a small fist pump at the situation. Gwen was going to be living with him for a few weeks. Then his heart dropped nervously. Uh oh. Gwen was going to be living with him for two weeks. He's going to have to stop being a messy slob. He sighed happily and stepped back into Gwen's room.

"Hey. You ready to go?" He asked. Gwen smiled at her mother and stood up.

"Yeah. Let's get out of this Hospital." She huffed, grabbing her bags. Peter helped, taking her suitcase.

"I've umm, I've called a cab. It's waiting outside." Helen smiled tentatively. "Oh, and your overnight bag is full of all the stuff you need." Gwen wrapped her arms round her Mom tightly.

"Thanks Mom. I'll see you tomorrow, okay?" she smiled to her, rubbing her upper arm.

"Yeah. See you then." Helen chuckled. "Look after her for me, Peter." Helen smiled.

"Always." he nodded, making his way out of the room. Gwen followed suit, but stopped and looked back at her mother. Gwen felt guilt, seeing her all alone. She dropped her bag and ran back, wrapping her arms around her tightly.

"It's okay Mom. We'll be okay."

"I know, I know. Go on. Go." She smiled, pushing her daughter away slightly. Gwen smiled and made her way out of the Hospital for the first time in weeks. She missed everything she once took for granted. The cold wind on her hair, the bustling crowds, the feeling of concrete under her feet, the smell of the hot dog stand down the road, it all gave her this wondrous sense of being alive.

...

Gwen stepped out of the cab in front of the Parker home, her home for the next few weeks. She thanked the driver and he sped away, leaving her to stare up at the building where Peter was raised by his Aunt and Uncle. Standing on the porch with a goofy grin and two arms full of bags, Peter beckoned her over with a flick of his chin. She smiled and walked up the steps, feeling the concrete click and clap under her heels. She flicked her head slightly so the wind bellowed blonde of her hair would move out of her eyes. With a huff, she used her delicate fingers to slip the strands out of her eyes and behind her ear.

"Remind me to put my hair into a ponytail later." She mumbled to him as the wind continued to battle her long hair. Peter laughed and stood in front of her, smoothing his hands over her cold cheeks, his warmth emanating into her as she cooed. The pads of his thumbs caressed her skin, feeling the spider hairs stick to her skin slightly, making her giggle lightly at the tickling sensation.

"I can't believe that you're...it still gets me..." he chuckled weakly.

"Okay? Alive? I told you, I feel fine." She lifted her right hand, her sleeve falling slightly to show the thin Velcro brace around her palm and thumb. "See?"

"Actually, I was going to say _mine_." Her eyes went wide like saucers for a moment, before she smiled back at him. "You're mine, and I can't believe it."

"Even now?" she chuckled.

"Even now." he nodded. His hands fell from her cheeks and she grumbled at the sudden coldness "So, you wanna come in?" he fiddled with the the key in the lock. Gwen smiled and nodded. He unlocked the door and pushed it open, stepping into the warm, inviting Parker home. She wiped her shoes on the bristles of the matt, and stepped onto the wooden floorboards of the hallway. Peter shut the front door with a thud, the gold backwards lettering of _Thirty Six_ on the window. Peter hung up his coat, and stepped over behind Gwen, pinching the shoulders of her beige trench coat. He gently slid it off and she chuckled.

"Such a gentleman." she smiled as he hung up her coat besides his.

"Well, you are a guest, so I kinda have to look after you." he shrugged with a playful grin.

"And, I have a bum hand." she lifted her hand toward him, pouting. He chuckled and smoothed his fingers over her delicate hand, feeling her soft skin give to rough Velcro padding. He gently pulled on her hand and she stepped towards him as he led her into the Parker home.

"So, umm...You wanna come upstairs? I'll show you where everything is, i-if you want." He mumbled, going from strong and playful, to stuttering and nervously rubbing his neck. Gwen nodded and smiled.

"Yeah, I - that sounds nice." she beamed. Peter gave a lop sided grin and marched up the staircase, with Gwen just behind. She eyed the floorboards as they creaked under heel, lifting her gaze to the backs of Peter's trainers. They reached the summit and he fiddled with a key in his pocket. Gwen chuckled. "Wow, you have a key for your bedroom? Huh, If I want some peace I have to jam a chair under the handle." Gwen scratched behind her ear, long blonde hair tumbling over her hand.

"No kidding. And this...isn't exactly a key." he clicked a button on it and a small mechanical whir sounded. The door opened and Peter stepped into his room, wishing he'd cleaned it up earlier. His solid box for Spiderman stuff was left open and empty, and the auction for his Ebay sales was still on his computer screen. "S-Sorry bout the mess." He quickly picked up old clothes and slid his box under the bed, shoving the clothes to the bottom of his closet. He quickly shut the internet page with a click of the mouse.

Gwen gently padded into his room - her room. He coughed into his fist and stood in the middle of the small rectangular bedroom. She smiled as she studied his room, running her fingers through her hair. "Wow, I love your room."

"Really?" he grinned, hands behind his back, swaying on his toes.

"Oh yeah, it's so..._you_, you know?" she tilted her head to him, raspy voice making his heart swoon.

"Thanks...well it's yours for a while, so make yourself at home." He smiled. "My way of apologising."

"For what?" she chuckled, though still curious. Peter shrugged and dropped his eye contact and eyed her chest, before realising he was and eyeing the floor instead.

"Your home. If I was quicker or better, you wouldn't have been in the hospi-

"Hey, stop it, okay?" she marched up to him and placed a firm hand on his chest. "Stop blaming yourself for everything that goes wrong." she shook her head.

"I'll try, for you." he quickly lightened the mood with a huff. "Anyway! Bathroom and shower are just in there." he thumbed over his shoulder to the door, the landing hallway. "Make yourself at home. Want a hand with bags or anything?" he shrugged to her.

"Nah, I'll umm...I can find somewhere for my stuff. Thanks." She smiled. He nodded and pressed a kiss to her cheek, and she beamed under his warm lips. He peeled back and looked around his room, checking for anything he left out. To be honest, it was the cleanest his room had been in a while. Gwen hissed and rubbed her neck. "I umm...I think I'm gonna have a shower though, if that's cool. Feeling a bit stiff." she winced as she massaged her neck. Peter nodded and licked his dry lips.

"Yeah, course, umm, towels are in the bathroom. I-If you need anything, anything at all, just give me a shout." He smiled. Gwen caught his hands and pressed her pillowy lips to his.

"I will. But, I think I can shower on my own." She chuckled. Peter went a deep red at the wording and Gwen realised. "I oh god, no I just meant I can..."

"I got it." He grinned. "See you in a while." he chuckled as she playfully punched his arm.

"Careful, you don't wanna sprain your other hand!" He called from the staircase. Gwen chuckled dryly and shook her head.

"Oh yeah, well..I...maybe...D-Don't sprain your head!" she called, hating herself for such a lame comeback. Peter laughed from downstairs and she huffed "Gwen, you suck." She berated herself, gathering her clothes. She took off her boots and stood them up by Peter's desk, padding her tights clad legs across the landing and into the bathroom.

Peter was currently downstairs, still chuckling to himself at Gwen's comeback. "Sprain your head." he shook his grinning face. He was taking out trays for cooking dinner when his phone thrummed. He lifted it and read the text from Aunt May.

_Hi Honey,_

_Have to work a shift all night tonight, but I get tomorrow off. Get take out, money on the side. Tell Gwen I said Hi! Love you xx_

Peter nodded and texted back a reply, saying he loved her too, and will do. He was still shocked at how quickly Aunt May had picked up on Texting. He smiled to himself and put the pans away, taking out a selection of Take Out menus. He could hear the muffled sounds of the shower door shutting and running water hammering down. His heart began to thump harder at the premise of tonight.

It was just him and Gwen, all night, since Aunt May was on another gravely long Hospital shift. Just him and the girl he loved, all night. Just him and a beautiful, sexy blonde...all...night. He gulped and rubbed his heated neck. He shook his head of the thoughts of her in the shower, and got a glass of water. He chugged the cold liquid down his throat, and caught his breath, wiping the water off his lips with his sleeve. He hadn't made a move on her once since they started their romantic journey together, and neither had she. They'd had some very heated make out sessions, but nothing under the clothes. He wasn't sure he was ready, and Gwen definitely wasn't, since she'd just got out of Hospital. That thought seemed to calm him, the idea that there was going to be no sexual tension tonight.

He looked at the clock and saw it was six O'clock, the sun already low behind the horizon, the sky a water colour painting of reds and purples and blue. He went to the front door and locked it since they were certainly not going out tonight. He finally began to calm down and feel excited at the idea of an evening of take out and cuddled up on the sofa watching movies.

The shower stopped, and he made his way to the kitchen, setting the menus out. It didn't take long for her to dry off and pad back to Peter's room, hearing a gentle door thud.

Gwen sat down in her Pyjamas on the lip of Peter's bed, towelling off her frizzy wet blonde hair. She looked squeaky clean and felt it too for the first time in weeks. Her eyes danced across Peter's room and landed on his trainers stood next to her boots, and this silly feeling bubbled in her heart. She was living with her boyfriend. For all intensive purposes, they'd moved in together. Gwen shook her head of the thought, and stood up, opening her overnight bag and fishing for her fluffy slipper boots. She pulled them out and pulled them up over her cold feet, suddenly feeling toasty warm. She tossed the towel in the hamper and pulled her slightly wet hair back into a ponytail, coiling the scrunchy around it.

Sure, she felt a bit silly for getting into her comfy pyjama pants and her baggy grey top she'd pinched from Peter's wardrobe, but hey, she'd just got out of Hospital when nobody thought she would, she was allowed to be silly.

She padded down stairs and found it quiet and calm, soothing, as opposed to her home where her brothers were shouting and crashing about all the time. This was an adult Environment, and she loved it. She hopped down the last few steps and padded across the living room towards the kitchen. Peter was leaning against the counter, and she smiled, chewing her lip.

"Hey, what's up?" she asked, looking over his shoulder.

"Well, don't you look clean and happy." He beamed at her, and she blushed. "So, what d'ya want for dinner..." he trailed off as his eyes landed on her Pyjamas. Gwen stepped back and crossed her arms over her baggy grey top.

"What?" she asked.

"PJs?"

"Yes, PJs. I've been Ill, I'm allowed to be in these before eight." she mumbled to herself, playing with the hem of her top. He smiled and nodded.

"You can keep that shirt if you want." Peter smiled. Gwen beamed at him.

"Really? Y-You don't mind?"

"It looks better on you than me. Plus, I think it's awesome, having somebody I love wear my stuff." he shrugged. Gwen smiled at the compliment. "So, take out." he lifted the selection of menus.

"What about Aunt May?" Gwen asked.

"Double shift all night. Just you and me." he shrugged again. Gwen gaped like a fish. "You okay?" he asked tenderly.

"Huh? Oh, yeah, no that's cool. You and me...all night...all alone."

"Uh huh. So, take out and a movie?" he asked. Gwen smiled and nodded to him. "Chinese, or burger place?"

"Erm...dunno." Gwen shrugged as she followed him to the sofa, both slumping down in the seats. She folded her feet up under her rear and flicked her damp hair out of her eyes.

"Okay..." he trailed off to himself. "What are you in the mood for? Pizza, Burger, Noodles?" he listed off and Gwen just shrugged again. "Not helping me here Gwen." He chuckled and grinned. Gwen sat closer, so he could smell the shampoo radiating off of her. Her soft and plump fingers fiddled with the menus in his lap.

"Erm...Pizza? Haven't had pizza in ages." she chuckled to herself. Peter nodded sharply.

"Pizza it is." he smiled at her and she did back.

...

Empty square boxes sat on the table, remnants of pizza crust and pepperoni littering the innards. Gwen cuddled up to Peter on the sofa, snuggling her body into his side. They both had their eyes glued to the screen as they watched the romantic comedy Gwen had picked out. He wanted to watch Transformers 4, but Gwen wanted to watch Easy A, and she used the "but I've been ill." Excuse again with pouting lips and big doe eyes. He lost immediately.

Gwen chuckled at the film and she heard a snore, lifting her head to see Peter asleep. Seriously, this was the guy who was behind the mask of Spiderman, and here he is, dosing off? She prodded his ribs and he sat up with a sharp snore, blinking his eyes and looking around the room.

"Oh, I'm sorry did I wake you?" she chuckled. He wet his dry lips and wrapped his arms around her again. He shuffled and they both sat up, Peter behind her on the sofa, arms around her waist. He shuffled his legs so that they were either side of her waist. He laid a kiss on her ear and Gwen cooed. He laid another smaller kiss just on her temple and she moaned again. She flicked her hair over to the other shoulder, and it revealed her pale neck, so much skin. He kissed her earlobe and left small pecks down the bump of a vein, following the pale skin road down to her collarbone, nipping at the skin.

"I missed you so much." He breathed into her skin. "Goddamn it, I can't lose you." he hissed into her ear, lips pressing to the tender flesh. Gwen turned her face towards his, eyes filled with passion.

"You won't. I promise." she pressed her lips to his in a ferocious kiss, lips smashing together desperately, needing to be closer. She moaned into his mouth and she swivelled away from the Television to press her stomach against his, feeling his heat pass through into her. He seemed to speak Gwen's moan language, because he understood her demands and lay down, pulling her down on top of him. Her fingers dug into his shoulders and she kissed back with just as much desperation.

"It's just..." he said between kisses. "You can be so stupid, Gwen." she kissed him harder, maybe just to shut him up. "For someone so smart, you keep getting into trouble."

"Yeah, well..." she kissed him deeper, gasping into his mouth. "Maybe you're a bad influence." she whispered, hissing as his hands slid down her shapely waist and hips to cup her rear. "Or maybe I love you too much to see you get hurt all alone."

"So...you think getting hurt with me is better?" he mumbled between her lips. She mumbled a response and he slipped his hands up her rear and under the hem of her shirt, smoothing down her pale back. She gasped at his touch and bit on his bottom lip.

"No..."

he huffed and sat up. "No what?"

"No!" she moaned and dropped her head to bury it in his chest with a huff. He sighed and gently lifted her up off of him, seeing her emerald eyes. "No, I don't. But...you think it's easy for me, to see you get hurt time and time again." she sniffed.

"Yeah well, never again. I'm done, remember?" he lifted her chin. "I've got all the time in the world for you." he smiled. Gwen smiled at him.

"Yeah...okay." she sat up of of him, all the heart between them disappearing. she stroked her hair and forced a fake yawn.

"Well...I best be getting to bed. Kinda late." she clapped her tongue to the roof of her mouth, hoping he'd buy it. He yawned too and nodded.

"Yep. G-Good idea. I'll umm...see you tomorrow, yeah?" he smiled. Gwen nodded and pecked his cheek, getting up to help tidy, but he did it all. "Night!" he called. Gwen sighed and nodded to herself.

"Yeah...night." she made her way upstairs with an empty heart. She wanted him so bad, why couldn't he see it? She had said once after a heated make out session, that their first time should be really special and meaningful. Gwen hated herself for that, because in reality she wanted spontaneous, she didn't care if the bed wasn't lathered with roses or surrounded by candles. As long as it was him,she had no reason to care where they were.

She opened Peter's bedroom door and slipped in, shutting it behind her but not using the remote controlled lock. She looked over at the darkly lit bed, seeing no such roses or candles. Maybe he just wasn't interested in going further with her. Maybe she'd blown it. She sunk into bed and pulled his covers up to her shoulders, blonde hair fanning out over the pillow as she studied the ceiling.

Meanwhile, downstairs, Peter pulled out the extra duvet and pillow and set up the couch. He huffed and ran a hand down his face, growling to himself. He'd screwed up again. It was obvious that Gwen wasn't ready, maybe she never would be with him. Peter Parker was just a nerd. Maybe, Gwen needed a real man to make love to her, someone who knew what they were doing. He'd blown it.

**...Bit of light smut here on...**

The clock hit midnight, and still she was staring up at the ceiling. Gwen bit on her knuckle and looked over at the wooden floor of his room, knowing that just below in the lounge, was the love of her life. Having always said "we can wait for the right moment", the time in Hospital gave her new perspective: You never know what might happen, and then, you may never get to do what you want, because you left it too long. She didn't want that to happen with Peter, she wanted him so bad it ached.

During their time apart, when he was keeping a promise, Gwen had many nights were she tossed and turned, hot and bothered, aching longingly, wanting nothing more than for him to swing by and relieve the mounting pressure between her legs. But now. Why was she pushing him away? She almost died without experiencing one of the most fundamental experiences of human nature. And with him no less.

She braved up, pulling his covers off her body, padding across his room in bare feet, opening the door and stepping out onto the landing without even thinking about how she'd gotten this far, running on adrenaline and autopilot. She took a shaky breath and pressed her clammy hand to the railing, slowly walking down the steps, light as a feather.

Gwen had a churning in her stomach, butterflies sloshing and fluttering. She looked over the railing at the sofa and gulped, before opening her mouth. "Peter?" she spoke with a crack in her voice. Sheets rustled and his bed head hair lifted up, looking over the chair's back at her. He rubbed his eyes in the dark.

"H-Hey. You okay?" he asked horsely. Gwen smiled at his caring nature, and knew she was ready. She wanted him, always had.

"I umm...I was wondering..." She fidgeted with the hem of her shirt. All at the same time, he got up from his couch bed, Gwen eyeing his muscled chest in the dark light and feeling that same heated pressure mounting between her thighs. He walked up to her and blinked his weary eyes.

"You alright? You seem a little but flushed. Y-You want some water?"

"no, I don't want water, you idiot." She huffed. He looked back at her, confused. Her hands pressed into his shoulders and her fingers dug into the muscle slightly. "I want you." and she pressed her lips to his in fiery passion. His eyes widened in shock but it only took a second for fervour to drive him, pushing his lips back frantically. She parted her lips and he slipped his tongue into the deep warm confides of her mouth, sliding his tongue along hers.

She bit his bottom lip and ran her hands down his chest, gasping as his own calloused hands slid down her sides and to her hips, fingers toying with the elastic band of her PJs. She wrapped her hands up in his wavy hair and tugged lightly, eliciting a moan from him. He slid his hands up under her top and felt ever goosebumps covered ounce of her creamy smooth skin. She gasped and grit her teeth against his lips.

"U-Upstairs..." she whispered in moans. He nodded and followed her, letting her walk up a few steps higher so he could enjoy the view of her swaying hips. He's wanted her for so, so long, and now, she seemed ready, but he would not rush her, and if she said no, she said no, and that would be it. Uncle Ben taught him to respect his partner, and respect her he does.

Gwen pushed his bedroom door open and grabbed the sides of his bare chest, hooking her fingers onto his large lat muscles. He smiled at her as they both walked into his room, lips crashing back together in an explosion of ecstasy. He held the sides of her face and smoothed his thumbs over her hair. She tangled her fingers in his locks and meshed her lips into his.

His hand's fell and caressed her body, smoothing over her rounded rear and squeezing the soft yet firm flesh. He groaned as she moaned, making sure his fluttering eyelids stayed up so he could see her chew on her bottom lip and throw her head back. He nearly lost it there and then.

"I've never done this before." She whispered between kisses, pulling on the band of his tented boxers.

"Me too. I-I'm kinda nervous." He breathlessly chuckled.

"Me too..." she kissed him harder. "But a good nervous, right?" she breathed.

"Yeah...really good." he moaned as he squeezed one of her breasts, eliciting a squeaky moan from her lips. "But umm...Gwen..."

"Birth control...plus...condom I took...from health class..." she kissed his bottom lip, suckling on the red skin. His hands fumbled under her shirt and she lifted her arms and quickly parted her lips to pull it up over her head. His hungry eyes immediately fell to her chest, and he gulped. He managed to look up at her eyes.

"You sure about this? Y-You want this? Me?" he asked. Gwen smiled at him and kissed him softly, so different to the frantic crashes of lips and tongue. She peeled back and held his face, cradling it in her palms, her right hand still sore and in the velcro support.

"I've never been more sure of anything in my life, Peter." she smiled at him. "I don't want you dammit, I _need_ you." she begged, diving her head into his neck to kiss his muscular skin.

"I need you too." he whispered. "As long as you're sure."

"Peter. Shut up and kiss me." she ordered, and that he did, as the night went on in fiery passion, clothes lost to the floor, hands exploring soft and firm areas, eliciting gasps and moans and cries of sheer pleasure. And soon, nearing the end, both bodies sticky and sweaty and working in tandem, hips rocking together, lips melding together, they realised that from here on, they were in this together, for better or worse.

So when he came with her, gasping and gritting their teeth, bodies going rigid and spasming, lips grunting and gasping, moaning as wave after wave of pleasure tingled across their nerves, drowning them in a frothing sea of ecstasy, did they finally become limp and soft, sinking into each other's sweaty arms on his bed, content smiles on their faces. Blonde hair stuck to her sweaty forehead, panting for breath as she hugged into him.

"Was that...good...f-for you?" he managed to breath. "Cos...it was...for me." a breathless grin on his face.

"Yeah..." she smiled, cuddling into his naked body, her own frame sticking to his sweaty skin. "Totally worth it all."

* * *

**Author's Notes: So, yeah, they finally did the nasty. It had to happen guys, and I apologise if this makes anyone uncomfortable. So, a pure chapter of fluff. Haven't had one of those in a long time! Two more villains to arise soon! You already know one of them, and the other will be a real shock! Hint, you've already seen him in this story before. Sleep well guys! - Dave**


	20. The Day it all changed

**Author's notes: Hey guys, been a while I know. Sorry bout that, but man have I been busy. Anyway, this is when the story starts to kick in again, and man...this is one hell of a chapter. This is when things are gonna kick up a notch, as Peter and Gwen fight the biggest fight of their lives...to not only save New York, but the world. Enjoy! - Dave**

* * *

**_Chapter Twenty: The day it all changed_**

**_..._**

_"When I got these powers, I sacrificed Peter Parker, the man I was...to become Spiderman..." He thought, looking through weak bleary lids and cracked mask eyes at the stars and blackness of space that encircled him. _

_"...To many, the most perfect, powerful, excel of human evolution. To the point, where they're willing to kill millions to get what I have. They think they can live with it? They think, they can live with this power, this responsibility? No...because they don't care about right and wrong, these people...Oscorp, SINIAT, they only care about power..."_

_"...__Where did it all go wrong?" His mind questioned as the red and blue spandex body floated ominously among a sea of debris, the Earth's orbit clutching his frost covered body. The sun peaked over the rounded curve of the Earth's face, Ultraviolet light streaking through the blackness of space to land on his body, Spiderman's lenses white and covered in patches of flaking frost. Cracks form and expand across each black outlined white lens of the mask. A shattered Biocable webshooter floating away from his red Spandex wrist, veins of black rubber coating the sleeve. Biocable fluid expands out from the cracked device, freezing into a silvery star. _

_Sheets of warped metal, some printed with scorched Oscorp and SINIAT Industries logos, float and bump into each other in the silent expanse of stars, muffled thuds and bumps rubbing against his ear drums. "Where did it all go so wrong? I-I mean, this is not how I thought I'd die. Staring down at the Earth...feeling my Superhuman lungs about to burst. But, I gotta admit...it is beautiful up here."_

_Streaks of fluffy white lather the Earth, blue seas and green lands meshing together beneath the torn cloud canvas. Continents of many colors, vibrant greens, icy whites and desert browns all mixing into a pallet of gorgeous landscapes. "It's so beautiful. But...I failed it. I-I failed not only my city, my Aunt, my charge...my girl..." his mind gulped, a weak hand reaching out and slowly coiling the torn glove around the floating photo of Gwen Stacy. His gloved hand squeezed the photo, each bumpy knuckle crunching as icy frost cracked and slid off the glove into the orbit, swirling away like shattered glass. He squeezed his eyes shut beneath the mask, feeling tears drip off and float, not up nor down in this gravity abundant place, but simply float in bubbles till they sink into the fabric. "I failed her, and I failed the world."_

_He looked up and his eyes burned as the ultraviolet light scorched his unprotected pupils, causing a kaleidoscope of multicolored streaks of light to emit out from the sun, affecting his eyes. He rolled slowly through the gravity-less abyss of black and stars, looking over at the large needle-like object pointed towards Earth's horizon. "I'm sorry, Uncle Ben...I failed. Here they are, Oscorp having done exactly what **he** wanted, having made **him** the ultimate machine of destruction, and I can't stop it..."_

_"...I've asked myself the question, what are you prepared to sacrifice? And honestly, I have nothing left to give, nothing left for life to take from me. So, here I float in Space, Death's icy hand claiming me, as I watch the Oscorp Ganali satellite fire a cylinder of my Spider infected blood into the heart of Manhattan, of all the biggest cities on Earth, infecting and killing millions, billions, making them all like **him**...And I can't stop it."_

_Spiderman swirled and tumbled through space, his body bumping against sheets of ruined metal, the Oscorp shuttle wreck rolling by him, charred and shattered into hundreds of crumpled pieces. His superhuman body was finally failing, having lasted in this vacuum a lot longer than a normal human would. He finally opened his lungs and let all the oxygen disappear into Space, looking away from the firing satellite and at the photo of Gwen in his grip. "What are you prepared to Sacrifice?"_

...

Three months earlier...Present day:

Slowly her eyelids fluttered, blonde hair covering her face as she rolled her nose into the pillow. She moaned as the early sun rays flooded into the room, beams of cream light stroking her delicate skin. Her naked lithe body rolled over in the bed, sheets coiled around her curvaceous body like a soft cotton Boa constrictor. Creamy curves curled under the sheets, a long pale thigh exposed from the quilt, carrying on into her slender creamy calf, delicate toes digging into the bed sheets. Her breasts pressed into the mattress and her smooth curved back gleamed in the light, a band of tangled duvet wrapping around her waist.

She moaned contently and rolled over, limbs numb with ecstasy from the night before. A happy and full smile spread across her lips. "Mmm, morning..." she trailed off as she found herself in bed alone. Gwen looked around Peter's bedroom and found it empty, the curtains lightly billowing in the breeze through the ajar window frame. Gwen sighed and slapped her hands down on her bare stomach, staring up through bleary sleepy eyes at the ceiling. He'd left early, just as always.

Then, she realized something, gnawing behind her eyes. This was _his_ house. Why would he need to get up to leave? She took a sniff through the rounded buds of her nostrils, inhaling the scent wafting under the bedroom door. Bacon, that same delectable smell trailing under her nose. She raised a plucked eyebrow and swiveled in bed, throwing her legs off the bed and pressing her heels into the floorboards with a creek, cold wood biting her toes. Gwen shivered and got up, stretching her arms over her head. She moaned contently with a hum and peered over at the open window...and curtains. Quickly she covered her chest and hips with her small hands and shimmied over to the curtains, pulling them shut. Her blush calmed and she shook her head, padding over to her cast aside socks.

She pinched the strap of her bra and lifted it off the floor, chewing her grinning lip at the memories of last night. She set it on the bed, stifling a yawn with the back of her hand. Bed head hair ruffled around her eyes as she bent down and picked up her black panties, putting them by her overnight bag as she pulled out a new - clean - pair.

She shimmied them up her long bowed legs and over her wide hips. Gwen then picked up the baggy grey T shirt of Peter's and pulled it over her head, tugging the hem down to cover her rear. Aunt May was still at work, so it was Peter and Gwen still. She bit her lip and ran a hand up through her golden mess of tangled locks.

She padded by his mirror and stopped, backtracking before it. How was she only noticing now just how much better she looked. After her Father died, she stopped eating, and Gwen lost a lot of weight. But, by the looks of her new curvier and firmer, defined body, she was back on track. Having Peter back in her life was a definite help in her defeating of depression. She shook her head and stepped away from the mirror, grinning at how she felt.

Suddenly though, as quickly as her happiness occurred, it vanished as a sharp pain tugged at her stomach. she grit her teeth and hunched over, hands wrapping around her tummy. The three sharp jolts of pain surged through her stomach and began to finally ebb, much to her pleasure. "Argh...the hell?" she mumbled, hissing at one last surge of pain as it jostled her belly. She stood up and took a slow, cool inhale, exhaling gently as her sensitive stomach began to calm. And just like that, as quickly as they came, they vanished, leaving her feeling fine.

Gwen raised an eyebrow and rubbed her flat stomach, slightly alarmed by the cramps. Why was she having cramps? She shook her head and began to head downstairs. Maybe she was just hungry she hypothesized.

Slowly she creaked the door open and leaned out into the hall, listening intently. She never heard Aunt May, so assumed she was still at work. (Yippee!) she grinned as, with a bravado kick to her confident morning after stride, she neared the banister and hopped down the stairs, the scent of delicious bacon filling her nostrils, the sounds of hissing and crackling coming from the kitchen. Her stomach still grumbled uncomfortably a few times, but she ignored it with a hard swallow of her dry throat.

Gwen padded across the living room and into the kitchen, tugging on the hem of her shirt, just reaching the tops of her thighs. Peter was facing the cooker, whistling contently as he slid the bacon back and forth across the sizzling pan. His hair was also windswept and ruffled, a black vest and comfy pants on his body. She admired the muscles sliding atop one another at the back of his shoulders. She grinned bashfully at his demeanor, him whistling a cheerful tune. Slowly she walked up behind him and wrapped her arms around his neck, pressing her body into the curve of his spine. He chuckled under his breath and lifted a free hand to caress her forearm on his collarbone.

"Mmm, morning." she mumbled into the soft cotton coating his shoulder blade. He set the utensil down and turned in her arms, wrapping his around her waist. His eyes immediately dropped to her bare legs.

"Oh, oh, oh, oh." He mewled with a happy smile. "I-I have dreamed of seeing you dressed like this." He hummed, nuzzling his nose to hers. She chuckled heartily, slapping his chest playfully.

"Oh, yeah?" She tilted her head and squinted her eyes, velvet lips smirking. "Y-You dreamed of...this?" She gestured to her attire. Peter gulped and grinned, raking a hand up through his crazy hair.

"Y-Yeah, I umm...yeah, I have." he chuckled. Gwen giggled and shook her head, tugging on the hem to cover her hips. "You look beautiful." he leaned forward, arms round her back to pull her in. His lips gently and tenderly connected with hers in a loving kiss. She hummed and lifted her hands to cup his cheeks. He leaned back against the counter and his elbow bumped against a pepper pot.

Instantaneously, Gwen felt her brain jolt with a surge of electricity, flashing images she couldn't make sense of flickering through her brain's electrical stem. a loud ringing sound echoed through her ears, and before she'd even opened her eyes and peeled her lips off of his, her hand had already dropped to catch the pepper pot, mid fall. He peeled back and looked down at her hand in awe. Gwen giggled bashfully.

"I umm...yeah-wow-I umm, just caught that." she chuckled, despite her nervous disposition. Peter laughed and grinned, stroking the nape of her neck.

"Yeah...hah, careful Gwen, you're making me look bad, here." he pecked her cheek, smiling contently, lost completely in the large greens of her eyes. "I thought I was supposed to be the one with Spidey sense." he chuckled, turning back to the cooker. Gwen laughed nervously, eyeing the pepper pot in her hand.

"Yeah...crazy, right?" she set it down on the table, eyeing it incredulously, shaking her head. Peter turned back and placed his hands on her hips, turning her attention onto him. She hummed happily as his hand lifted and caressed her cheek, running up to rake a few loose strands behind her ear.

"I love you." He said softly. Gwen smiled happily and chuckled, stroking a lock behind her other ear.

"Yeah, well...I...I love you a lot too." she nodded profusely, voice just over a raspy whisper. Peter smiled and uncoiled his arms from her waist, turning back to the bacon. He quickly flipped them over, careful to not burn their breakfast. "So...Bacon, huh?"

"Bacon indeed." He nodded, licking some grease off his thumb. "There's umm...today's newspaper's on the table and Orange juice, if you want it." He thumbed over at the dining table. Gwen nodded and walked over, picking up the folded white paper. She sat down, pulling the hem of her shirt to cover her rear again.

"Ooh, I wouldn't say no to a glass of OJ." she chuckled to herself, pouring herself a glass. She watched the orange liquid pour from the bottle into the glass, and her eyes began to flicker, almost painfully. She set the bottle down, lifting her hands to rub her temples. She shut her eyes tight and let the pain of the headache ebb away. Her stomach cramped again as well, and now she was beginning to get scared. Once again, as quickly as the painful episodes started, they vanished, and she sighed, lowering her hands to the paper. She gulped hard and tried to forget it, at least for now.

What if it was a backlash of getting out of Hospital? What if she was going to pass out again, and then wake up two weeks later again...or not at all. She gulped and her heart hammered, but she bit it back for now, trying to enjoy her morning.

"So...umm...a-about last night." Peter cleared his throat, and even though Gwen couldn't see it, she knew he was blushing profusely. Even now he got flustered easily. He turned around and carried both plates over to the table. Gwen smiled up at him as he set her plate before her. He sat down opposite and dug into his, crunching on his slither of bacon.

"Yeah...Last night." She bit her lip and shrugged, eyeing him with huge round balls of white and green. He gulped and nodded.

"Well...I umm..." he looked up from his plate and eyed her. "I had a great time, but I-I didn't invite you stay to so we could - I-I'd never take advantage of you like that, I mean-

"No! God no, I know that." She nodded profusely, eyes wide at the very insinuation that he was using her. "Peter, I was the one who started it." she bit her lip. He grinned and swallowed the mouthful of bacon.

"Yeah...can't say I was expecting that. I offered you water."

"You offered me water..." she nodded and looked at the table. "But...I-It was good though, right. I-I mean, I thought - you know, it was good and stuff." she coughed into her fist. Peter smiled.

"The best. You..You are...wow." he chuckled, shaking his grinning head. Gwen giggled and bit a piece of bacon on her fork. Peter looked at how he was pinching his slice of bacon between finger and thumb, while her Stacy family etiquette was showing through. He set his piece down and wiped his mouth on his wrist, while she dabbed hers with a napkin.

"Jeez, Gwen." he chuckled. She eyed him with shocked confusion. "Y-You're not staying at the...the...the Ritz!" he grinned at her. "You can use your hands, a-and you _don't_ have to use a napkin."

"But..."

"kick back and relax. Rules are really laid back here, Gwen."" He chuckled.

"Oh...oh...Kay..." she nodded slowly and gingerly picked up the bacon. She lifted it and bit a piece off, and Peter chuckled as he nodded.

"Fun, huh? B-But I never eat like this around Aunt May." He defended. Gwen nodded.

"Of course." she spoke through a mouthful. She gulped and smiled. "This is pretty cool. So many rules back home. I-I could get used to this."

He chuckled and shook his head. "Animal in the bedroom, lady at the table." he mumbled to himself. Gwen nearly choked on her bacon.

"Ex-Excuse me?" she cleared her throat. "What?"

"N-Nothing." he grinned, and Gwen narrowed her eyes, a smirk failing her as it shone through.

"Damn right, nothin." She shook her head, biting her bacon piece. "So...what you got planned today? You heard anything from Harry?" she asked. Peter gulped his piece and shook his head.

"I text him, I phone him, I even went up to Osborn manor and knocked. He's...dunno where. Hope he's okay though. Dad's death's gotta be rough." he shook his head with a sigh.

"Yeah...been there." She huffed. Peter stopped chewing and stared at her, as if he'd forgotten. "Anyway!" She cheered up. "You free today? It _is_ a Saturday."

"I am. Why? What you got planned?" he grinned. Gwen shrugged and bit her bacon piece. "Gwen..." He dryly asked.

"Nothin!" she huffed. "Just...wondering if you wanted to come with me to see my Mom, Aunt Sarah and Uncle Danny again. Brother's probably miss you like crazy." she rolled her eyes at how they seemed more happy to see Peter than her.

"Yeah...I-I guess so...sounds cool." he shrugged.

"Awesome. We'll leave at...What is the time?" she asked sweetly. He lifted his arm and read his watch.

"It is...Five past One."

"What?!" she shrieked, choking on her bacon. Peter laughed and sat back in his chair, wiping a stray tear from his eye as his laughter calmed.

"Nah, it's half past nine." he giggled. Gwen narrowed her eyes at him, clutching the newspaper.

"You sir, suck." she smirked, throwing the folded newspaper at him. He caught it and laughed, throwing it down on the table. His eyes flit down and landed on a memorial photo of Spiderman, swinging high over Manhattan. His smile failed and he furrowed his eyebrows, staring down at the edge. Gwen eyed him confused, then clocked on, smiling sadly. "Hey." She jutted her chin out. He peered up. "You can still...you know...go back out there. Still got the powers you know." she winked, biting into a slither of Bacon. He scoffed and sighed, rubbing his jaw.

"You know I can't." He sighed. Gwen huffed and looped a lock behind her ear, licking her lips of grease.

"Why not? You said you umm...you lost faith?" she spoke softly. He looked up at her.

"Yeah, I did. In myself, in the Police." he mumbled. Gwen stood up and gently padded around the table. She gripped the wooden armrests of his chair and slid it out, turning him to face her. She noticed how light the chair and he felt, confusing her. He peered up into her eyes as she looked down at him, loving embers tinting her evergreen irises.

"Now, you listen to me, Peter Parker. You, are the kindest, bravest man I have ever met." She said stoically. "You have no reason to feel guilty over what happened to me or my home, okay? You, have every reason to be angry at the police, and to hate them for betraying you. I-I still can't believe they did it." she sighed. He smiled and ran his hands up her sides, grey T shirt smoothing over her curves. "You are my hero, and always will be, and I love you. That city? They love you too, look at the papers!" she pointed to it. "They miss you! Peter, they need you, just like I do."

A fleck of guilt glimmered over her green eyes as her hands wriggled. "I was...selfish to want time with just you...no Spiderman. I get it now, I do. It's a package deal, and I can live with that. B-But you can't just...start being the hero, then give up. Like I said, it's a package deal, goes for you too." She prodded his nose and he chuckled.

"I dunno, Gwen."

"You can't lose faith, Peter. Maybe not in who you are..." He looked up into her eyes as she bent down, lips inches from his. Her fingers slipped under his jaw and tilted his head up to look at her fully. "...But who you can be."

She locked lips with him, taste of Bacon and his aroma of Axe shampoo and deodorant filling her nasals. Peter peeled back and scooped his hands under her bare legs, lifting her up bridal style. She yelped in surprise but quickly giggled in his arms.

"I'll...I'll think about it." he lied, swallowing hard, an audible gulp echoing. Gwen smiled and pecked his cheek. He looked down at her long legs and gulped hard again.

"Peter, seriously?" she huffed "It's like, nine in the morning, and your Aunt May'll be home soon." she scolded.

He sighed and nodded, grinning uncontrollably. He set her down on her feet and gave her a quick kiss as he took their plates out into the kitchen to clean. She watched him as he scrubbed soapy water over the dishes, and suddenly she felt her body ache and her stomach groan painfully. She hissed and grit her teeth, hugging her tummy. Peter looked over his shoulder and immediately spun round fully, eyes full of confusing and worry.

"Gwen, y-you okay?" He ran over to her, eyes frantically darting over her for injuries. "Oh god, what did I do...The Hospital, w-we need to-"

"Peter, I'm fine, honest." she chuckled weakly, feeling the cramps dying down. Peter eyed her and continued to cradled her upper arms, smoothing his thumbs over he soft skin. She blew out a breath and nodded. "Yeah...I-I'm go...Goo...uh oh!" she cupped her mouth and quickly shot out of his grip, running up the stairs into the bathroom. He stood there, confused and worried as he heard her retching into the toilet. He gave her a minute alone then jogged up the stairs too, seeing her groaning, head over the toilet.

"Hey..." he whispered softly. "You okay?"

"Urgh, I...umm...I dunno. I woke up and felt kinda funny. B-But then it just sorta...passed." She wiped her lips clean. He sighed gently and softly caressed her back. "It's weird, I mean, It's not...wait, hold on..." she began counting on her fingers, lips mouthing numbers. He delved into memory of biology class and the list of choices, given her symptoms, of what this could be.

"Period calender?" he whispered, to which she nodded. She sighed and chewed her bottom lip in thought, hands dropping to her sides.

"No, That was weeks ago. I-I shouldn't feel like this."

"My cooking?" he grimaced. Gwen chuckled.

"no, that was fine, great actually. No...it's something else." she groaned, feeling her stomach growl, echoing off the walls of her belly.

"Uh oh." Peter went pale.

"What?" she licked her lips, eyeing him over the toilet seat, a lock of blonde tumbling over her eyes.

"We umm...last night...Y-You...Birth control, right?" he managed to stammer. Gwen nodded.

"Yeah, morning after pill too."

"Well...that form of contraception..." he mumbled, running a shaky hand through his hair. She squinted her eyes at him in confusion, shaking her head slightly, lips pursed. He sighed, annoyed that she wasn't understanding. "Not...you know, one hundred percent...accurate." he gestured to the air. Gwen's eyes snapped wide.

"Oh god, we never used the condom did we?" she gulped, cupping her mouth with a gasp. "No, no that can't be it, that can't be!" she chuckled weakly, nervously. "Nope, nuh-uh, not that, we're good, we're fine! I-I mean, they're not one hundred percent either!" she over dramatically voiced. "Nah, we're fine!"

"Yeah, we got carried away quickly, but umm...we still took...took measures...protection, right?" Peter nodded overly enthusiastically.

"Yeah, I'm sure it's fine." she nodded, looking back at the toilet. She heaved again and again and Peter looked away as he rubbed her back, hearing her gag and vomit into the toilet again. He sighed and his clammy hand trembled.

"Want me to run to the store and get a test?"

"Yep." she groaned, spitting into the toilet. Peter got up and flushed the toilet, kissing Gwen's sweaty scalp.

"I'll be back in a minute, okay?"

"O...kay..." she groaned. He quickly donned his Hoodie and jeans, chucking his trainers on and tucking the laces in. He ran out the house and used his spidey stamina to run as fast as he could. Without webshooters, swinging just wasn't an option. He looked at a nearby wall, knowing rooftops would be quicker than busy streets. He could still climb though, he thought as he studied his palms.

Gwen sat up and groaned groggily, running a hand up through her hair. Why'd she feel like this? She couldn't really be pregnant, right? And these symptoms, if pregnant, shouldn't kick in this early...right? Plus, that wouldn't explain her headaches, or the weird flashing images in her brain before she subconsciously caught something. Come to think of it, she felt stronger - earlier anyway - and her wrist wasn't aching anymore, as if her sprain had heeled over night. She shook her cold sweaty head of thought.

She huffed a shaky breath and reached for the towel, pulling it off the rack. She wiped her face clean with a groggy moan. Her skin felt like small spider's were creeping up her spine. She pulled the towel down from her face and opened her palm to drop it, finding it still in her open grip. Gwen raised an eyebrow and shook her hand again and again, finding the towel stuck like glue to her palm.

"Get...off!" she hissed, finally seeing the towel drop from her hand. With confusion in her heart and worry in her brain, she looked at her palm, running her fingers along the smooth skin. She breathed heavily, eyeing her hand with confusion.

"I'm back!" Peter hollered as the door slammed shut, jolting Gwen from her thoughts. She heard his heavy footfalls racing up the stairs and looked up at him as the door to the bathroom opened. He eyed her softly and with a caring aura behind his brown doe eyes, seeing her sat on the floor, long pale legs folded up under her.

"Hey..." she groaned. He chuckled weakly and bent down, handing her the cardboard box. She smiled despite herself and leaned over to peck his cheek.

"I'm not going anywhere, okay? No matter what..." he gestured with waving hands to the test. "...what that says, okay?" he kissed her nose and stroked her hair, getting up to wait outside. "I'll give you a minute."

"Thanks Peter." she smiled at him, hauling herself up off the cold floor. Her weak legs trembled under her, cold sweat sticking her fringe to her brow. She shut the door and began to pull her panties down, heart thudding in her chest.

...

Peter leaned against the wall, head in his hands, heart smashing against his rib cage. What if Gwen was pregnant? What then? There would be no going back to being Spiderman ever. With a child to care for and Gwen in his life, the dangers his enemies could pose to them would be extraordinarily horrific. He shook his head of the thought as the door to the bathroom opened and Gwen stepped out, grey T shirt tugged down over her hips and panties, pregnancy test in one hand. She smiled weakly at him and he did the same back.

"So...now we umm...we wait." she shrugged, sitting beside him, both sliding down the wall to a thud against the floor. He nodded and reached for her trembling hand. She looked up at him and gave a small curl of her lips.

"It'll be okay." he nudged his shoulder to hers and she scoffed.

"That'll be my hopes for University dashed, pregnant in the last year of school, graduating later this year, oh god, Mom'll kill me!" she buried her face in her hands, bringing her knees up to her chest. Peter sighed and rubbed his chin.

"It'll...be okay." he shrugged, unsure of what else to say. Gwen looked up with bleary eyes and chuckled.

"How, huh? T-Tell me how?" She licked her lips, running her fingertips underneath her nose. Peter opened and closed his mouth, unsure of what to say.

"I...I dunno." he huffed, shaking his head. Gwen scoffed and looked down at the white stick in her lap. "But...I know you." he said, and Gwen looked up at him. "I know that you would make a...a wonderful mother."

Gwen chuckled weakly and shoved him gently. "Shut up."

"No...No, I'm serious. Even if this is negative, I want you to know, that you would make an amazing Mother." He gripped her hand and smiled. "And I'll help you, look after you...I-If you want me there."

"Of course I want you there, you idiot." she chuckled, shaking her head and shoving him again, making him grin. "Of course I want you there."

"I...I could be a dad." he scoffed, gulping hard. "Wow. That's crazy to think, huh?"

"I could be a Mom." she groaned, shaking her head. "God, we're stupid. W-we should've used more protection."

"What? Gwen, we had pills and birth control, the only way it could've been safer was to...to...to not do it in the first place." He chuckled, Gwen smirking to herself. "It'll be okay, because it's you. I always feel safe and at my best when I'm with you, so...I dunno, just...It'll be okay." he huffed, shrugging. Gwen smiled.

"Thanks." she beamed, leaning over to envelope his lips with hers, peeling away only for breath. They both looked down in her lap and sighed heavy relief.

"Ah, it's negative." Gwen huffed, chuckling to herself as she lulled her head back against the wall with a dull thud. Peter chuckled to, swiping his brow.

"Whew, right? Hah, yeah that was close." he swallowed hard, chuckling. Gwen nodded and lifted the white stick, waving it and over exaggerating her relieved face.

"Yeah, whew, that was too close, right?" she laughed despite herself. Peter smiled back and eyed her gently.

"You okay with it? T-The outcome?" he shrugged. Gwen slowly nodded, then nodded sharply.

"Yeah, oh god yeah. I-I'm still in school Peter, I've got education to think about, Universities. Maybe one day I'll want kids...but right now?" she shook her head. "No...not right now." Peter nodded and coiled his arms around her, holding Gwen against him on the cold wooden floor. She sunk into his embrace, running her fingers lazily up and down his arm that was coiled around her waist. He kissed the back of her head and smiled. While he'd love to have a child with Gwen, and he knows she'd be a wonderful mother, now just was not the time in their lives. Gwen was trying to get into University, Peter was thinking about his future too. They were too young right now for that.

He suddenly realized that Gwen had never mentioned Universities before. How long had she been thinking of this...and where would she go to study? What if she went abroad...or never came back, finding a better life over there. He gulped hard and managed to open his lips.

"Hey, Gwen?" his voice just over a whisper.

"Yeah?" she hummed.

"What...umm...what University are you looking into?" he asked. Gwen's eyes snapped wide and she shrugged, glad he couldn't see her shocked face. She'd totally forgotten about not telling him yet.

"Oh...Umm...I-I was looking into...into...oh, you know, like Empire State, maybe even Oxford I dunno." she said quickly, but he had definitely heard, feeling his arm tighten around her slightly.

"Ox-Oxford, as in...England?" he croaked.

"Umm...Yeah, well...I-I mean, maybe, you know?" she tried to shrug it off. "I-I need to get up, my butt's asleep." she moaned, getting up out of his embrace. "And, I need to get dressed." she stood up as did he, groaning as his joints popped.

"Okay, yeah...Oxford..." he mumbled nodding to himself, hands rammed into his pockets, wetting his bottom lip over his top one. "England...a-as in way over the ocean..."

"Peter, I'm thinking about it, I may still change my mind, I may stay here...but...it's something to start thinking about, right?" she kissed his cheek. "Thanks...for the support back there. Could you imagine if that was positive?"

"I know, right?" Peter huffed. "Whew, right?!"

"Oh, definitely." she nodded, tucking hair behind her ear. "So, I'll umm...I'll get changed." she walked over to the bedroom. He caught her hand and looked into her eyes, softly.

"You sure you're okay...bout the outcome?" he asked. Gwen smiled and nodded.

"Yeah...I-I'm okay. Thanks, Pete." she slipped out of his hand and shut the door, pressing her back to it and cupping her trembling mouth. Now, she had no reason to believe the symptoms were down to pregnancy, she began to panic. So her panic grew more and more, worried out how her life was going to change forever, as she approached his desk and pressed her flat open palm against a book, lifting her hand up and seeing the book still stuck to her hand. She gasped loudly, and her lips quivered, as she shook her hand till the book peeled off her sticky palm. She lifted the trembling hand and eyed the minuscule array of hooks that were forming on her skin. So, after last night, sharing herself with him, with the man behind Spiderman, was she okay about the outcome?

"Uh-Oh." she gulped, cupping her mouth, closing her eyes tight. "oh, I-I'm in trouble."

...

Harry looked at his buzzing phone on the table, thrumming against the oak, seeing Peter's number flashing on the screen. He scoffed and swigged back another gulp of whiskey.

"Peter. You keep calling..." he gulped another swig again, grimacing at the burning liquid as it stung down his throat. "Why do you keep calling, huh? I-I'm fine, better than ever actually!" he laughed dryly, sarcastically to himself. His broken laughter quickly deteriorated though, his face's crinkled features turning hard and aggressive, eyes flaring at the phone, lips pursed and teeth gritted. Vines of saliva swung across the bricks of teeth in his clamped shut maw. His wrist tensed and with a violent burst of strength, his arm swung round and threw the bottle at the wall, watching it smash into a rippling effect of glass shards and liquid.

"I don't need any of you! I am fine!" he roared, his vocal chords straining, burning. "Leave me alone, leave me all on my own!" Harry shouted with a cracking voice, tears swimming in his red raw eyes. He collapsed against the desk with a dull thud and wept into the table top, flicking the vibrating phone across the room.

"Leave me alone..." he whispered to himself. Silence ensued, bar the sniffles coming from him, until the phone rang again. "Peter, I told you to..." he looked up and squinted at the phone across the office. He got up and swayed drunkenly around the table, bumping into the walls and desk on unsteady legs. He dropped to his knees with a thud and picked the phone up, eyeing the caller. His eyes bulged and he scrambled to pick it up, pressing it to his ear.

"H-Hello?" he groggily spoke, swaying on his knees, head fizzy with the intoxication of alcohol.

"Harry, not sounding too good, are we?" Gustav Fiers spoke with a dry chuckle, evil in it's tone. Harry scoffed back.

"What do you want?"

"Well, I thought you'd like to know that the Hunter is closing in on Richard Evans." He spoke matter of factly.

"Wait, wait, wait..." Harry slurred. "There's two of them left, r-right?"

"Oh yes, and she is in Manhattan as we speak. Heather Langhorne, head of ACIAN arms. She was the one who filed the report on your Father's health. Do you know what she said when they decided to take away his chance at a cure?" Gustav said with an audible grin.

"H-How do you know all of this?" Harry snarled through tears, long combed flat hair falling over his eyes.

"Do you want to know...what she said?" Gustav snarled. Harry's curiosity got the better of him, and with a heavy gulp, he nodded.

"Yeah...tell me."

"She said...Time is money, and Norman Osborn is living on borrowed both." Gustav said. Harry's fist tightened, knuckles pressing into the alcohol soaked carpet.

"Sh-Sh-She-She said that?" Harry cried through gritted teeth.

"Mmm. Yes, she did. She and Francis, decided to take away your Father's chance, and he was so very close to a cure!" Gustav growled passionately. Harry cried louder, gripping his phone tighter, skin white with tension. "They say that their work is trying to better humanity...but at whose cost? Your Fathers?" Gustav chuckled dryly.

"Where is she?" Harry growled through tensed teeth. "Wh-Where is she, right now?"

"Fifty Second street, the Casellula restaurant, but Harry, it would be wise to stay calm with this information, do not get involved. Harry? Harry?" He was talking to himself by now as the phone lay on the carpet alone, the sound of doors slamming down the Hall. "Oops. Should I not have told you that?" Gustav chuckled.

...

Nestled away in the tall walls of New York city, the sun just beginning to rise over Manhattan, a cold snap whipping through the air, was the Casellula Restaurant. Funnily, even though she was head of a Weapons and arms manufacturing chain, she still had a knack for quality food. Heather Langhorne owned the Casellula restaurant in Manhattan, and would occasionally drop by on her lonesome to have a quiet drink and read through her documentations. Being a Benefactor to a lot of companies meant a lot of paperwork.

She sat in the silent closed restaurant by the bar. Red velvet sheets cover every round table in the Restaurant, booth seats strewn in fancy tight red leather. Folded napkins were evolved into gorgeous white Swans, each nestled on the pond of red fabric that pooled across the tables. Heather looked away from the spotless silverware on every table and turned her attention back to the stack of papers on her desk.

Suddenly the silence shattered as a screech of tires roared and squealed to a stop outside the restaurant. She turned and hopped off her bar stool, approaching the Venetian blinds at the front of the restaurant. She peeled one back and looked through the slit in the blinds to see the limousine parked atrociously up on the curb, black paint chipped and scratched, door still swinging open, keys in the ignition.

She raised an eyebrow and swallowed loudly, before shutting the blinds again and turning to the bar. She gasped loudly and squealed a yelp as she saw Harry behind the bar, chrome short barreled revolver in his hand, swaying on his feet, eyes glazed and hand trembling. His eyes were red raw and cheeks stained with tears. Skin was pale, hair was pulled down across his eyes and his lip trembled, up and down like the barrel of his gun. His long black trench coat covered his body, and made him look deathly taller than normal.

"Who are-

"Take a seat, Mrs Langhorne." he chuckled weakly, tears dripping off his cheeks. She gulped and nodded, slowly pacing towards her bar stool. Harry lazily and drunkenly bumped back and forth around the bar, knocking glasses. She sat down and he dropped the gun on the table with a loud thud, barrel pointed at her. "It is Mrs, right?" he lifted a large bottle of Jack Daniels, twisting the cap off.

"No, I-I'm not-" a loud thunk startled her as Harry plonked a glass tumbler down in front of her. "...I'm Unmarried." she gulped, jutting her trembling chin out to look brave.

"Unmarried. Huh..." Harry chuckled, shaking his head, pouring Jack Daniels all over the counter before it finally hit the glass he was aiming for. Heather tried to keep her breathing under control as Harry set the bottle down and picked up the glass and revolver. "See...th-that doesn't surprise me."

"Oh?" she snarled.

"See, because...someone with family, would understand..." he gulped back the whiskey with one gulp, throwing the glass over his shoulder with a crash. "Would understand what it means...to take a parent away. How it'd...mess up a kid, right?" Harry grinned brokenly at her.

"Mr Osbor-

"No!" he slammed his fist on the bar top with a thud, startling her again. "No, you don't use his name! It's Harry!"

"Ha-Harry...L-Look...w-we've obviously got a um...a but of a misunderstanding..." she gulped, trembling under the barrel of his shaky revolver. Harry chuckled despite himself.

"A misunderstanding? A-A mis...no, no, no, no!" He roared, making her tremble further. "No, you are the reason he's dead. My Father...is dead." Harry voice became no more than a broken whisper. Heather sniffed, tears of fear swimming in her eyes.

"Now, Harry...w-we can work this out." She begged, Harry picking up the whole Jack Daniels bottle by its neck and swigging it back, most of it running down his chin. His eyes were always fixed on her, broken and glazed, like shattered glass.

"You know...what the last thing he said to me was?" Harry leaned his elbows on the bar, bouncing the side of the revolver off his temple. She watched it like a pendulum. "He said, I'll be back late tonight, don't stay up late." he chuckled dryly. "He thought he was gonna come home, and h-he would of..." he looked up at her with drunken anger. He lifted the gun to aim at her head. "If you pieces of shit...would've just given him the cure."

"Harry, please...try to understand!" She begged, crying with pure fear.

"You know...this was my Father's gun..." Harry looked over the Nickel plated revolver. "Only fitting, I guess."

"Please, Harry, understand!" she begged, crying with ragged gasps.

"Understand what, huh? That you greedy assholes took his chance of life away?!"

"Harry..." she gulped. "You're not gonna shoot me." she stammered, looking up into his broken eyesight, tears dripping down his and her cheeks. "Okay...just...p-put the gun down...okay?"

He breathed loudly through his nose and looked at the gun in his trembling grip. Heather saw his change of stare and gently stood up. "Just...set the gun down...a-and we'll forget this ever happened, yeah?"

He gulped and slowly put the revolver on the table, hand still on the grip. "You're not gonna shoot me. You're the heir to Oscorp!" she chuckled gently. Harry sniffed and his eyes looked up at her with anger.

"No..." He lifted the gun and aimed at her head, cocking the hammer back. "Not anymore." he sighed, and pulled the trigger, a loud bang echoing along with the recoil. Blood exploded from her head and she fell back lifeless, painting blood all over the walls. Harry gasped and staggered back, taking in the sight of his first murder, the life he had just taken. His lust for revenge was dampened and now he was gasping raggedly. His gun fell from his loose grip and clattered on the floor behind the bar.

His eyes turned hard again and he grit his teeth, taking bottles of alcohol and pouring them over the bar, throwing them across the restaurant, smashing against the wall. He vaulted over the bar and reached into her pocket, removing the lighter he saw glint in the light earlier. He flicked the Zippo open and ignited the flame.

Harry chucked the lighter across the bar and a wall of crackling fire erupted instantaneously, the heat drying his eyeballs. He ran a hand up through his hair and picked the Revolver up. He tucked the Revolver into his pocket, hands trembling inside the coat. He paced to the exit and pushed through the swinging door, disappearing from the building as the flames and smoke lapped higher and higher.

He quickly exited the alleyway and stumbled into the Limo, shutting the door and drunkenly driving away, just as the oil and gasoline tanks in the kitchen caught fire, balls of orange and red flames pluming up through the shower of debris spraying up from the roof. Black smoke filled the air, and Harry's heart hammered in his throat.

He'd just taken a life for a life, drunk or not, he knew what he was doing when he squeezed that trigger. He had now officially fell down the slippery slope of revenge.

* * *

**Author's Notes: So...yeah...Peter floating in space? What?! All will be explained by the final chapter (A long way to go till that though!) Harry has killed a Benefactor. Two down, one more to go. And Gwen, let's talk about Gwen. As you can see, Peter has somehow passed on his Spider powers to her, after that night they spent together. I have always loved the idea of Gwen being a Super hero like him, and I have been hinting towards it for sometime. You guys know me, I'm not going to ruin her character by doing this, simply means she gets more screen time, can fight back better against enemies and won't be at risk all the time! Oh, and unique fluff as he trains her to control her skills! Hope you're all still enjoying this story, for it is about to get awesome! Let me know what you think guys, love ya! - Dave**


	21. It was my blood

**Author's Notes: Well, I don't know what to say, except thank you. All of you. I have never received such kind words, and so many in one day! I love you all! I guess, the thing with it all was, was that old saying of...if you shake a hundred people's hands, and one person slaps you, out of all those hundreds of kind folks, the only thing you remember is that slap. But, I need to forget and move on! I thought I'd treat you all, so here is Chapter 21 early! Enjoy guys. A real in depth explanation of Gwen's new found powers! Fluff all around! - Dave**

* * *

**Chapter Twenty One: It was my blood**

**...**

She pulled her hair up into a ponytail, sliding her black hairband onto her golden locks, shimmering in the light. She'd gotten dressed on autopilot completely, lost in her thoughts, terrified of how her body had changed. There was no other way around it. She had Spiderman's powers. Even thinking those words made her scoff despite herself, shaking her head at the very thought.

She slipped her blouse on, buttoning the black silky fabric up over her ample chest. She shimmied her purple skirt up her legs, bands of violet light reflecting over its surface. A band of pale skin dipped out the end of her skirt, just before her long black thigh high boots started. She zipped them up, eyes focused intently in thought on the corner of Peter's room.

How could she have Spiderman's abilities? Did she have all of them? Could she climb walls? What was she going to do now? So many thoughts erupted along her mind, like a wild fire, flames of thought latching and snagging to any kind of kindling in her brain. A knock at the door startled her awake and she looked up sharply at the door.

"Gwen? You ready to go?" Peter's voice called gently from beyond the plate of white painted wood. She sighed loudly, cool air crisping her nerves. How on Earth was she going to explain this to him? Even she didn't know...was it something that came from last night's wonderful bonding? Oh, his DNA, maybe? She gulped nervously at the thought and shook her head. There has to be more to this.

Gwen sauntered over to his desk and picked up his pencil with just her fingertip, grinning despite herself as she lifted an object with her finger's tip alone. She chewed her bottom lip and flipped her hand round, the pencil rolling into her grip. Gently she closed her hand around it, and like brittle ice, the whole pencil snapped and buckled with an audible crack in her grip. Gwen gasped loudly and staggered back, opening her hand and flicking it, all the broken shards dancing across the desk's top.

"Urgh..." she groaned, rubbing her face. She was definitely a lot stronger. She also had to get a better grip of these new senses and abilities, before she destroyed Peter's room by accident. She could ask Peter, since he'd been through it before, and find out how to cope with these sudden changes to her body. But, that would also mean telling him she had said powers. Was she ready for that conversation?

"Gwen, you okay in there?"

"Yep! Yeperoo, absolutely great!" She hollered cheerfully, swinging her fist with a big fake grin. She sobered and stared at her bent arm with confusion. "What the hell was that? Yeperoo?"

"Yep...eroo?" Peter chuckled, voice muffled by the door.

"Sh-Shut up!" she chuckled a whine, bobbing on her toes, heels of her boots clapping. She calmed her nerves, batted her hair out her eyes and took one final look in the mirror, before walking out. She came face to face with the blue T-shirt and black jeans clad boy, hair windswept to perfection, chiseled jaw set crooked as he eyed her.

"What?" she asked, gulping.

"Oh, nothing...just...you look well today. I-I mean, y-you always look well, but..." he huffed and ran a hand up through his hair. "You're not looking as thin. N-Not like that either, I-oh god, I suck..."

"Peter." she chuckled, taking his flailing hands in hers, careful not to squeeze too hard. "Thank you. I do, I feel great, I-I'm eating right again...I'm...I'm great!" she chuckled weakly, bobbing her shoulders and smiling up at him.

"I-I'm glad. Good to see you...well, being you again." he shrugged, grinning with one half of his mouth, a flash of white teeth. "I never thought I'd be here with you again, when...that monster put you in Hospital." Peter's eyes trialed off, a firm set to his lips. She smiled softly and brought a hand up to softly caress his cheek.

"Mmm, your hand feels...raspy?" He raised an eyebrow and gently cradled her hand, taking it in his paws to examine it. She quickly snapped it out of his grasp.

"I-I have to shave my palms!" she shouted at him, eyes set wide, lips twitching nervously. She groaned inwardly at herself. Good cover, Gwen. Real smooth. Peter's eyebrows lifted in shock.

"Sh-Shave your palms?" he laughed despite the worry, grinning. "Gwen, that is one hell of a medical condition." he scoffed, head falling forward. Gwen snuffed him with a sharp turn and made her way down the stairs.

"Come on, we're gonna be late."

"What? Gwen, Gwen, Gwen, Gwendy!" he jogged down behind her. "What's up? Y-You hid your hand pretty quick. What's wrong?" He gently touched her shoulder.

"I'm fine, honest! C-Can we just go?" she asked, quickly throwing her long beige jacket on. Peter was still eyeing her warily, a hard swallow evident in his bobbing throat.

"Gwen...Something is wrong." he sobered, watching as she quickly shoved her hands in her pockets.

"Peter, please, just drop it, and let's go!" she quickly grabbed the front door knob and it came away from the door with a loud metallic snap. She stepped back, both of them gasping and eyes wide at the sphere of gold metal stuck to her fingertips.

"What...the...hell?" he slid both hands up through his hair to rest on his nape. Gwen turned, still holding the door knob in her grip.

"I umm..I'll pay for that." she grinned cheekily, a nervous giggle escaping her lungs. Peter still stared at her, big brown eyes wide as saucers. "We...umm...we may need to talk." She cringed.

"Y-You...the door..." he gulped. "Sticky hands..." his hand fell from his head to shakily point at her, gulping hard again. His eyes went wide and he cupped his mouth, staggering back, spine thudding into the hallway wall. A few jackets fell from the coat hooks, forming a mound of fabrics. "Oh! Oh, no, no, no!" he quaked, pointing at her again. "Ea-Earlier...breakfast...pepper pot...caught it..." his eyes fell and darted in thought. Suddenly his heaving chest quickened in breath intakes, eyes lifting back to her. "Spidey sense, ah!" he squealed.

"Good talk." she sarcastically clicked her tongue against the inside of her bottom lip. "Peter, I umm..." she huffed and shakily nodded, shrugging. "I...am...umm...yeah?" she scratched her head, hairs frizzing under his fingernails.

"No, no, no!" he whined, head falling into his palms, groaning loudly, teeth gritted. "No, god damn it, I promised to keep you safe!" he shouted, lifting his head to stare at her through squinted eyes, face red with pressure. Gwen dropped her gaze, almost guiltily and bashfully swiveled her toes into the floor boards. "I-I mean being together again is one thing, breaking that promise i-i-is one thing, b-but this - oh god, oh god, oh god, no, no, no!" he thudded his fist against his forehead, leaning back against the wall, head lulling back to thud gently against the door architrave. He gulped and wet his dry lips, shrugging at her. "I-I got you involved...oh god, I never meant for this..."

"Peter...I-I know you didn't...and honestly, it's a shock to me too, okay?" she gestured to herself, palms flat on her chest, eyes peering up through her gold fringe. "This is scary for me too, and I...yeah, I am, I-I'm scared. " she shrugged. Peter softened and calmed, eyeing her. "So...what do we do?" she asked, desperation cracking her raspy voice. Peter huffed, unsure himself, as he ran a hand up his face, stretching the wrinkles out of his furrowed brow.

"Th-This isn't how it was supposed to happen. No, no...I-I had no choice." he mumbled, face hidden in his palms, groaning loudly. Gwen listened to his rambling, the nausea she felt earlier coming back, elicited by a fear of what she was about to find out. He lifted his head up, revealing his neck, throat constricting as he gulped loudly. He shook his head in short bursts, scratching the underside of his jaw. "Th-This wasn't supposed to happen, b-but I had to, I had, god, I had to..." he gulped hard again, eyes glimmering with hurt.

"Peter, y-you're kinda scaring me, wh-what are you talking about?" she asked, lips tenderly apart, hair falling across her eyes. Peter stared at her, eyes beginning to turn bloodshot, hot tears welling under his brown does. He licked his lips and sniffed, quickly darting upstairs. Gwen raised her eyebrow and quickly followed, intent to understand him. "Hey! No, y-you can't just say that and run off!"

He barreled into his bedroom, almost knocking the door off it's hinges. He staggered to his bed, leaning over it and gripping the sheets tight, knuckles pale with tension. He tried to calm his ragged heavy breathing, heart thudding in his chest. Gwen walked in, heels clapping as she saw him hyperventilating.

"Peter? Peter, calm down!" she jogged over to him, hand on his back as he coughed and wheezed, trying to get more and more oxygen into his body, lungs on fire. "Slow down, okay? Peter, breathe!" she swirled her hand in the air and breathed in and out, trying to get him to copy her. Slowly his breathing was under control again, chest heaving as carbon dioxide managed to dull his oxygen overcharged lungs. "Breathe, there you go, okay?" she gently soothed him with her voice.

"O-Oka...okay...okay." he gulped, hands trembling as they finally released the crumpled and creased sheets. He wet his dry lips again and stood up at full height. "Yeah, okay...I-I'm good, I'm good. Whew." his voice shaking with a tremor. Gwen eyed him softly, yet still confused and worried. He looked at her with hurt and worried eyes, sniffing. "I know what happened." he shrugged, scoffing at the whole situation. "It's my fault, Gwen." his bottom lip quaked. Gwen gulped hard and nodded slowly.

"Ex...Explain it to me." she said slowly, lifting her eye back to his. He nodded and looked away from her to his desk, slowly pacing over. His hand outstretched and coiled around the handle of his drawer, pulling it open. He pulled out a Petri dish, and his Microscope. Gwen eyed him, hands wringing together at her waist nervously. What was he doing? He gulped and looked at her, mouth opening and stuttering silently, trying to find words.

"Gwen...c-come here...please?" he asked, hand outstretched. She gingerly nodded and stepped closer, taking his hand. He squeezed gently and looked at her eyes. "Wh-What I'm about to tell you...w-what I did...p-please, I need you to understand that...that I had no choice...I had to s-save you." he gulped, a single tear dribbling down his cheek. Gwen blinked hard and wet her lips, nodding.

"O-Okay...I'll try."

He nodded and looked at her hands, flipping them over and running his own palms over hers, sticking and dragging like Velcro as the hooks on their fingers intertwined. "When you were...i-in hospital...th-the coma." he sniffed. Gwen nodded, more to herself than him. He cleared his emotionally clogged throat. "The Doctors, they found a torn artery in your leg." he cringed at the memory, and Gwen squeezed his hands tighter, her new superhuman strength tightening across his own. "Y-You must have caught it on the metal of the fire escape, I-I dunno. B-But, you were losing a lot of blood...a-and the Doctors...y-your heart kept failing." he bit back a sob, closing his eyes. "God, you were on death's door, Gwen."

She stared at him, shocked at just how close she was to death. She shook it off best she could and carried on listening. "...They needed more blood...b-but nobody was a match. H-Helen couldn't donate."

"Peter, what are you..."

"You and I though...turns out we're both the same blood type...some kind of miracle, I dunno." he laughed dryly to the ceiling, shaking his head. "Both B positive."

"I-I don't understand, I-I mean...blood types are inherited, why couldn't Mom donate?"

"Your blood type comes more from your Dad's side than your Mom's, apparently. She wanted to, god she did...but...couldn't." Peter sighed, rubbing her hands. Gwen sniffed and nodded. "So...I umm..." he lifted his head and looked away from her, chewing his lip to hold back the emotional guilt. "I panicked, you were dying, you..." he pointed to her nose, tears dripping off his chin. "The best thing I ever had was dying, and it was my fault." he cringed. Gwen turned his hand over and quickly pressed her cheek into his palm, stroking the back of his hand. She now understood why he felt so guilty when she woke up again after two weeks. She had no idea all this had happened. Maybe that was why they never told her. It was a lot to take in, that she was so close to death. He felt guilty for being unable to stop the Goblin before he hurt her, and now she knew just how hurt she was.

"Peter, I-I'm fine, I'm here." she kissed his palm, sniffing. He smiled weakly. "I'm here."

"I knew the risks, wh-what I carry in my blood, but I couldn't let you die, I couldn't." he sniffed, pressing his forehead to hers. "I love you too much." he lifted his head and kissed her forehead. "So...I gave them my blood, and they transfused it. Next thing I know, you're healing, you're getting better!" he chuckled, grinning despite his feelings. Gwen smiled into his hand. "The next two weeks you came back from death. Your arteries healed, Hemorrhage cleared away, a-and you woke up!" he smiled, kissing her forehead again and again. "God, you woke up, a-and I forgot all about the consequences of those actions...t-till now." he looked down at her palms, sniffing. She felt a hot tear land on her skin.

"A-After I gave you my blood, I-I came home, pricked my finger..." he looked at the microscope and dish. "...and checked what my blood was like."

"Peter, they could've seen the abnormalities, they could've sussed who you were." she stepped closer. He scoffed.

"You think I cared about that? With you dying next to me?" he gulped. Gwen lowered her eyes, slightly guilty for putting him through that, even though it was out of her control. "Spiderman was dead by that point, but you were still alive. I had to make sure you stayed alive, Gwen." He took the microscope and set it up on his desk. "I checked my blood on here, and it...it seemed fine, no visible abnormalities, you know?"

"No, no not really." she chuckled, rubbing her ear. He scoffed at her, smiling slightly.

"There wasn't anything that was obvious, i-if you know what I mean. Like, no giant spider shaped cells." he chuckled, Gwen giggling gently. "Whatever was in that Spider's venom, must be hidden in my DNA, or deeper in the blood cells. So, I ignored it, and you got well. Everything worked out..." he sighed, gesturing to her. "Till now."

"Till now." she echoed. Peter nodded, looking at the Petri dish. He took a sharp metal pin from the drawer, quickly sterilizing it with an antiseptic wipe from his drawer. He pricked the tip of his finger, a blob of dark red blood birthing from the cut. He pressed it into the dish corner and looked at Gwen, wiping the metal pin clean with the wipe.

"Only one way to find out..." he sighed. Gwen nodded, gingerly lifting her finger. He gently pricked the tip, Gwen gasping lightly. Just as a spot of red emerged, she pressed it into the dish's other corner. Peter smiled and took the dish, setting it under the scope. "Here we go." he huffed, sitting heavily in his desk chair, staring down through the scope. Gwen looked over his shoulder, holding her hair back.

Peter watched his blood spot, seeing the specks of microscopic blood cells coerce with one another, bouncing off each other, some merging into one, purple centers splicing. Peter leaned back and gestured for her to look, so she leaned over him, looking down the scope. "See how they move? Ever seen that before?"

"No. Not at all. Wow, that's...that's not normal."

"The Doctors put it down to high oxygen count, since I was umm...hyperventilating at the time." He huffed. Gwen looked over at him, locks of gold falling into her eyes. "What? Y-You were dying a-and I didn't know what to do!" he defended. Gwen smiled sadly and leaned over, pecking his cheek. She looked back at the dish. "They umm, they still said they'd never seen anything like it, but...couldn't be picky I guess. M-My blood was well enough to use so they did." he shrugged.

"Yeah, they act really weird don't they? They kind of, merge together, and then split apart again, then-yep, they do it again! Huh, that is - wow, weird." she shrugged. Peter nodded.

"I umm, I noticed it too, so I looked it up." He grabbed her by her waist and lifted her up into his lap, sick of her leaning over him. She yelped and giggled, sobering quickly, back to studying the weird movements of his blood cells. "Red Blood cells, yeah, they help the white blood cells protect the healthy cells, right?"

"Top of his class in biology indeed. Well done, Bug-boy." she chuckled. He squeezed her, arms around her waist as she shuffled back into his lap.

"Right, well I noticed something. After about ten minutes of being outside the body, they start to all, become red and white blood cells, even the healthy ones! So, I wrote an equation, tried to figure it out, and...I think I did...I think they mutate into red and white cells so they can collect more oxygen, I think."

"To help repair the wounds quicker?" Gwen looked over from the scope at him. He smiled and shrugged. "Makes sense. More oxygen in the blood, the quicker they can heal the wound. Explains how quick you can heal."

"And, how quick you got well again" he prodded her side and she squirmed, giggling, swatting his hand. "The Docs didn't know what to say, they were shocked."

"Bout the blood?"

"No. About you." he looked into her eyes as she looked at him, incredulous. "Y-You weren't supposed to wake up, Gwen...Th-They wanted us...to...to..." he gulped hard and breathed a shaky breath. "They wanted us to say our goodbyes."

"Jesus! I-it-I was that bad?" she squeaked.

"I-I didn't want to tell you any of this, Gwen!" He defended. "But...you came back, after two weeks, you woke up."

She looked down at her lap and chewed her bottom lip in thought, trying to comprehend the magnitude of this information. It was a lot of information to take in, that she was that close to death.

"Gwen? Y-You okay?" he asked gently, smoothing her cheek. She looked up and slowly nodded.

"Hmm? Oh umm, yeah - no - yeah, it's just...wow, I-I was that bad?"

"It was...it was really bad, Gwen." he gulped. She sighed heavily and kissed his thumb as it rubbed her dimple. They sat in silence for a moment, content with each other's company. "So?" Peter finally spoke, licking his dry lips. "You ready to...look at your blood?"

Gwen puffed air through pursed lips, her fringe swinging in the breeze, like a golden pendulum. What she was about to see, would change her life forever. She gulped a steeling breath and quenched her fear. "Yeah...l-lets do it."

"Okay." he said softly. He leaned forward in the seat, Gwen still contently sat in his lap, rubbing the nape of his neck, anything to keep her wriggling hands busy as she waited for this moment. She watched as he swiveled the dish round, lining the tray up with the scope. "Take a look." he commanded soothingly, hand caressing her thigh. She gulped and nodded, heart thudding like a bag of vibrating bricks.

She lined her eye up with the scope and looked down it. There it was, her future, laid out in front of her on a Petri dish. They were there, Identical to Peter's in every way. Like his Blood cells, these were larger than normal, thicker. When it hit the ten minute mark of being outside her body, they all froze solid and turned a deep, dark shade of solid red, before all merging together, huddling to make a large group, trying to heal a wound that was not there. She huffed and sat up, lip trembling.

"Yep...th-there it is. J-Just like yours, Peter." she quivered, sniffing, eyes glassy. Her life would never again be the same. She brought her sleeves up to dab at her eyes. He sighed and nodded, thumb rubbing across his chin in thought, eyes slammed shut. She studied him for a response till he scoffed dryly and dropped his hand to his thigh, slapping it. His mouth opened and closed several times, silent words tumbling off his tongue, till finally he vocalized them.

"I-I'm sorry, Gwen." he sniffed. She looked at him, confused. "I-It's my fault. I did this to you." he huffed, burying his face in the pale skin of her neck. "I'm sorry." he mumbled over and over again. She smiled weakly and lifted his chin to look her in the eye.

"You have nothing to apologize for. You saved me, Peter. Th-Thank you." she smiled, enveloping his lips with hers, moaning into his lips, hand raking up through his hair, hooks on her skin plucking along each hair. She still had him, and they'd tackle this together, because they were in this, for better or worse. She peeled away and smiled at him. "You saved me."

"B-But...Gwen."

"What's done is done, okay? Like my Dad used to say, you dust yourself off, pick yourself up, and get on with it." she shrugged, smiling proudly. Peter chuckled, hand caressing her neck, thumb rubbing circles.

"You have your Dad's spirit."

"Yeah, well, hopefully I don't get his hairline." she clapped her tongue, Peter laughing. She grew comfortable and rested against him, curled up in his lap. He kissed her neck and smoother his fingers through her hair. After a while of silence, Gwen spoke up, something eating away at her mind. "Okay, Question time!" she sat up, looking at him, pressing both her hands into his collarbones.

"Wh-What, Question?" he raised an eyebrow.

"How come your abilities only started to affect me...you know, earlier today?" she shrugged, licking her dry lips. He looked into her evergreen eyes, shrugging himself.

"I umm...yeah, I dunno. Something to do with...umm...wh-what we did last night?" he shrugged, running a hand down his face to hide his blush. Gwen pursed her lips, eyes darting in thought.

"Well, I mean let's think...I mean, I took birth control pills, right? Think back to Biology, what hormones are affiliated with that?" she shrugged, swirling her hands in the air, beckoning him to answer for her. Peter pursed his lips and finally gave up, shrugging. "God, you need to pay attention more. They use the hormones Estrogen and umm...Pro...P-Pro...wait, give me a sec...pro..." she tapped her chin, mumbling.

"Hey, you should really pay attention more." Peter grinned.

"Shut up, I almost had it!" she thumped his shoulder, Peter wincing, genuinely under her new found strength. "Progest...Proge...Progesterone! Yes, Progesterone, see I got it, I got it." she said proudly. Peter rolled his eyes. "So, basically the Estrogen and Progesterone prevent the forming of an egg in my downstairs, yeah?" she nodded. Peter just nodded slowly. "So, with that unable to produce, means I couldn't get pregnant. No egg, means no egg to fertilize, got it?" he nodded, a blank look in his eyes.

"Good...Okay, now think Gwen, how could that be to blame? Think...come on..." she scolded herself, brain on fire to figure it out. She mumbled under her breath and her eyes darted back and forth in thought. "Think, what did we learn about Estrogen and blood vessels...god, there is something there...Come on." she rubbed her brow, trying to think back to what she had learned, all her hard revision. She lifted her head, Peter almost able to see the light bulb appear over her head. "Well, I mean...it could be down to the Atherosclerotic conditions, I guess."

"You guess?" Peter raised an eyebrow

"Get off my back, I'm workin here." she got up off of him, pacing slowly around his room, boots clapping. She tapped her chin, mumbling to herself. Peter watched her pace back and forth, confusion in his eyes. " Nitric oxide synthesis? No, no, don't be stupid, Gwen, come on. Oh, what is it?!" she thumped her temples, groaning in frustration. "Think, think, think!" she paced quicker. Suddenly she gasped, eyes wide with genius thoughts. "Ah! Yes! of course, oh brilliant!" she chuckled. Peter leaned forward in his chair, rubbing his forehead.

"No, see, cos it all makes sense, see, the effect of Estrogen on the vessel wall has a rapid non-genomic component, right?" She nodded to Peter. He slowly nodded back, pretending to be on the same page. "In-I-Involving membrane phenomena, such as...such as...come on, such as...as a-alteration of membrane ionic permeability, a-a-and activation of membrane-bound enzymes, oh I am good!" she chuckled. "oh...as well as the classic genomic effect involving estrogen receptor activation and gene expression, yes Gwen Stacy is the best, boo-ya!" she fist pumped the air. "So...Any questions?" she caught her breath.

"That was...impressive." Peter chuckled.

"Boo-ya." Gwen held out her fist.

"Stop saying Boo-ya." he groaned. Gwen pouted and dropped her fist.

"So...you get it?" she asked. Peter just shrugged. Gwen huffed.

"Really? God, seriously, y-you need to do your homework." she shook her head, smirking. "Okay, so basically, the Membrane ionic make up of my blood cells gets altered slightly by the rapid increase in Estrogen, yeah?" she nodded to him. He gulped and nodded back. "Well, basically the membrane i-it's a-it's a barrier, right? A barrier to prevent the influx of-of circulating blood into the vessel wall...which means that the walls get weakened." she tapped her chin, mind working a mile a minute, her scientist state of mind taking over. "No blood circulating through the walls makes them weak and their barriers drop...but how does that..." she mumbled off. She paced back and forth again, chewing her fingernails.

"Oh, okay, right...so, the barrier keeps the blood cells in one single form, right? Keeps them as, you know, standard blood cells." she swirled her hands. "No barrier and the contents can spread out." she gasped, suddenly dawning. "The rise in Estrogen lowered the walls of my blood cells! Wh-Which means that it also lowered the barriers of the blood cells you gave to me! That must've allowed the Spider venom inside to spread out through my bloodstream, instead of being isolated to just the blood cells! Yes, I rock!" she cheered, hunching her spine to catch her breath. "See...Estrogen's to blame." she huffed, crossing her arms. "Questions?"

Peter stared at her, dumbfounded. "Unbelievable. You solved it in like, half a minute." he chuckled. Gwen shrugged bashfully.

"Well, I mean...just a theory...I may be wrong...but, it's the best thing we've got so far, right?" she sat down on his knee. He placed his hand on her thigh, nodding.

"Yeah, yeah that was...yeah, brilliant." he chuckled. Gwen smiled.

"Thanks. I try." she chuckled. She sunk back against his shoulder. "If that's what caused it, then it makes sense why I'd only feel the abilities this morning, and the healing qualities in my blood as soon as they injected me with it." she shrugged, playing with her fingers. "My Estrogen levels were really high, and the venom got a chance to spread when the barriers fell. Simple."

"So...how come I've got spider powers? I-I'm a guy. Not really high on Estrogen." Peter bobbed his shoulders.

"Dunno. Maybe cos you got it from the source, being a radioactive spider in a biocable project?" she shrugged. "Maybe."

"Mmm, maybe." he grinned, tickling her side gently, Gwen squirming and fidgeting. She slapped his hands away and chuckled. They both sat in content calm for a few more minutes, till Peter finally spoke.

"So...Question time again." Peter licked his lips. Gwen looked over at him, nose inches from his. She knew this was going to come up eventually, and she was going to ask him anyway, she knew it by the way he sighed and looked unsure of how he was going to phrase it. She steeled herself with a gulp of cool air.

"Okay..." she shuffled slightly. "Shoot."

"What, already knowing what you'll say...w-what...how...okay, okay, here we go...w-what do you wanna do about it?" he asked, pushing his back up off the chair's spine. Gwen chewed her lip and looked at her feet as she got up off of him. He stood up too, standing before her.

"I..." she gulped, and nodded to herself, steeling her nerves. "I-I want you to teach me how to control it." she huffed, shrugging at him, searching his face. He huffed and chuckled dryly.

"How'd I know you'd ask that?" he sighed, rubbing his face. He turned away from her, swiveling on socked feet. Gwen ran a finger up and through her hair, looping loose strands behind her ear. He walked back and forth for what seemed like eternity, eyes busy, deep in thought. He finally lowered his fist from his chin and looked at her. She shrugged and her eyes expanded slightly, lips pressed tightly.

"So?" she finally asked, bobbing on her booted feet slightly. He peered at her and huffed through pursed lips, as if he was about to regret his decision. "Peter, please...I-I need to get a hold of this, I don't want to accidentally hurt someone I care about!" she mewled. Peter sighed and looked at her.

"Three conditions." he held up three fingers. Gwen smiled and cheered. "Condition number one!" he said loudly, making her calm and look at him, sobering. "You do exactly as I say."

"Yep." she nodded.

"Number two, you are not to use them without my supervision. I don't want you accidentally hurting _yourself_." he mumbled, shaking his head at this whole scenario. Gwen huffed and crossed her arms, nodding, despite her annoyance at his lack of trust. Although, she did just rip off his door's handle with barely a flick of her wrist.

"Condition number three. We are not gonna be a crime fighting duo. I am teaching you to be responsible with these powers, and to control them, so you and others don't get hurt, okay?" Gwen huffed and lowered her eyes. "Those are the conditions, Gwen, okay? I-I won't have you being put in harms away, powers or not."

"Fine." she mumbled.

"Huh?"

"I said, fine, okay? Th-That's fine." she shrugged, smiling weakly. He nodded and opened his arms.

"Come here." he whispered, enveloping her in a hug. "God, I know it's scary, but...Gwen I don't want you getting hurt, okay? A-And throwing yourself into the mess I did...it's just gonna get you hurt...badly." he whispered into her hair, kissing her scalp. Gwen reeled back slightly, still in the hug, but just to see his eyes.

"Peter, this is my choice, okay? I-I never said I wanted to dress up and fight crime...but...I need to control this stuff. I mean I just broke a door for god's sake." she pointed at the bedroom door, gesturing to downstairs. He grinned weakly, smoothing her hair between his fingertips. "But...y-you need to trust me more. I'm not a child."

"Gwen-"

"No, listen. I-I'm not a child, I won't get hurt easily, okay? Just...y-you gotta stop being so overprotective." She suddenly found herself cold as Peter disappeared from the hug, stepping away, eyes full of hurt.

"Over...Overprotective? Y-You think I'm..." he scoffed, shaking his head, and Gwen sighed, sorrily.

"Okay, maybe that was a poor choice of words, but-"

"I had to sit there, for two weeks, thinking you'd never wake up again, because of someone I failed to stop, and you're calling me overprotective?" he scoffed dryly. "Yeah! Yeah, I-I am overprotective!"

"I didn't mean it li-

"Everyday, I'd visit you, hoping to see you smile at me. T-To just, flutter those eyes." he pointed a trembling finger to her gorgeous green eyes, his red and puffy. He sniffed and licked his dry lips. "You think I'm overprotective, what about your Dad, huh?" she looked up at him, the seeds of an argument already being planted, growing and growing. She really hoped to avoid this, but bringing up her Father was out of line.

"How dare you." she shook her head, offended and shocked at his gusto.

"How dare I? How dare you!" he pointed at her with short bursts of gesticulating hands. Gwen shook her head and huffed, eyeing the floor.

"I am overprotective of you, because if I'm not, then I'm gonna lose you." he trembled, pacing back and forth. "I-I can't."

"Yeah, well, keep being so overprotective and you'll lose me anyway, alright? Th-This relationship, is only gonna work, if you trust me, and believe in me!" she gestured wildly. "I-I mean, I am seventeen years old, nearly eighteen, I can make my own decisions, why can nobody see that?!" she roared, voice sore. Peter rubbed the bridge of his nose. "Why can't you, of all people see that? I have shared everything I have with you now, a-and you still can't trust me?" she squeaked. Peter looked at her, sadly. "Y-You don't. Do you?" Her eyes became glassy and reflective, her bottom lip trembling. "W-W-Why not?" she sniffed, lip quaking.

"I do. I do, but Gwen, honey, I-I have you, and only you in my life. If I don't hold on tight...y-you could vanish." he shrugged, eyeing the door frame of his bedroom. He couldn't bare to see her cry, and she was about to.

"Y-You ever heard that thing...a-about butter-sniff-butterflies?" she tilted her head, eyes squinted, sore as tears began to drip out. "Beautiful if left to fly, crushed if held too tight?"she sniffed, rubbing her fingertips over the bottom of her nose. Peter sighed and closed his eyes. "There are two people in this relationship Peter, and you need to learn that."

"Or-Or you'll break up with me?" he sniffed, shrugging with what bravery he had left, looking at her red, tear filled eyes. "We-We've been down this road so many times, Gwen!"

"Grr, why are you so difficult?!" she gestured to him with half closed fists, fingers tensed. "Do you not love me, is that it?"

"What?! Of course I do!" he shouted at her.

"Then why don't you trust me?! Why can't you believe in me, and treat me like a grown up, like a partner!" She shouted back, face inches from his, teeth clenched.

"I do, alright?" he shouted, fist thudding against the door frame, not even phasing Gwen, not this time. Her eyes were set firmly on his. "I do. Gwen, of course I trust you. When I became Spiderman, I came to you, and what did I do?"

"You told me." she lowered her eyes.

"I told you, because I didn't want to start something as beautiful as...us, on a lie. I had to tell you, and it was _because_ I trusted you." he shrugged, both of them softening. "Of course I trust you."

"Then trust me to be safe, to be okay. Trust me, to be an adult, alright?" she asked gently, both their angered volumes lowering. Peter chuckled weakly and gave a slow nod.

"I'll try."

"Ah, no. Do, or do not. There is no try." she said, mimicking the wise Master Yoda's voice, trying to lighten the mood. Peter cackled with laughter and wrapped her up in his arms, kissing her temple.

"God, I love you. I'm sorry."

"I'm sorry too. We suck at this, don't we?" she mumbled into his neck. He chuckled, nodding.

"Yeah, yeah we do."

"Bug boy." she giggled.

"Bug girl." he challenged back, swaying them both left and right, smiling into her hair. Gwen reeled back, giggling madly.

"I-I have super powers." she scoffed incredulously. "I-I do, I have super powers!" she laughed. Peter grinned at her as she bounced in his arms, her ability to find a ray of light in the pitch black of darkness showing him how much of a grown woman she is. He did need to trust her more. Maybe now, he'd see that.

"Yeah, you do, you have Super powers." he laughed little louder, a little crazier. "Gwen Stacy has super powers." he laughed with her, both of them acting crazy.

"Hey, Hey, guess what?" Gwen sobered, prodding his shoulder.

"What?" Peter asked, genuinely intrigued.

"I have super powers!" Gwen laughed, Peter lulling his head back and laughing at the ceiling, shaking his head. Here they were, a pair of superhumans, yet there powers were nowhere near as powerful or as strong as the one emotion they both shared before their blood transfused powers, and that, is Love...

* * *

**Author's Notes: There, see? Not so bad right? Explained deeply and properly with some fluff to go on the side. Thank you so much for all your kind words, I seriously cannot thank you enough. I love you guys. See you next time, when things really kick up a notch! - Dave**


	22. I'm Kraven, and you're that Spiderguy

**Author's Notes: This is when things kick up a notch again! The second segment of this story is starting up! Not only am I introducing the next main Villain (Villains) I am also bringing back a certain hero, whose finally gotten his sense of great power and responsibility back! Read on guys, and lets get ready for the ultimate battle to begin! - Dave**

* * *

**I'm Kraven, and you're that Spiderguy**

**...**

_The rain beat down heavily on the car, window wipers swaying left and right, tracks upon tracks of liquid baubles running down the car's curves. The monotone rumble of tires on tarmac and engine thrumming was a calming lullaby to the infant in the backseat, tied into his car seat by seat belts. He giggled and hugged his plushy dinosaur into his rounded full cheeks, smiling against the fluffy toy. His round saucer eyes opened and looked up with an agape little mouth at his Parents, Norman and Emily. Her long blonde hair was curled up into a bun, and she smiled at Norman, her hand caressing his on the gear stick, her thumb sliding back and forth across his knuckles._

_Harry chewed the soft fabric head of his dinosaur, saliva dribbling down his baby clean chin. Emily chuckled at something Norman said, her lips creasing into a grin. _

_"What, you wanna go to that restaurant...with little Harry? He'll scream the place down, come on he's too young for that, right baby?" she cooed over her shoulder at him. Norman smiled and chuckled, eyes peering through the mist of water on his windscreen, the maelstrom opening up further. Harry giggled and pawed his hands for his mother._

_"Aww, I'm sorry baby, but you'll have to wait till we stop for Momma to hold you, okay?"_

_Harry pouted and sniffed, mewling for his mother. She smiled at him, leaning over the chair to brush her finger across his cheek. _

_"Mummy loves you." she whispered, turned away from the windscreen, unable to see the maw of the jackknifing truck skidding towards them, horns blaring like metal screams. Norman yelped in shock and swerved to avoid it, the car skidding across the slippery tarmac. Harry bounced around in his seat, crying for his mother, big fat tears dribbling down his cheeks. The truck's trailer twisted and warped, rolling over and tumbling towards them, sparks skipping off the concrete, a pickup truck once alongside them, now slamming into the truck's cab, brakes squealing. A massive ball of fire exploded as the cab swallowed the pickup truck in it's steel teeth grill, warping around the pickup. Plumes of black smoke heaved up around the rolling wrecks, higher into the grey sky. _

_Torn and flayed metal spat upwards into the heavy rain air, thunder eruptions crackling across the sky. Emily tore her seat belt off as the truck's trailer tumbled and exploded, shattering into a flurry of sharp debris clouds, horns blaring like deep screams. Norman grabbed her wrist, desperately with his free arm, but she slipped out of it. A quick desperate plea of "I love you" to Norman, she leaped into the backseat and covered the screaming Osborn baby with her body._

_"I love you baby!" she cried, just as the truck's trailer chomped down on the hood of their swerving car, chunks of huge metal smashing and tearing through the car. Then it all went silent and black..._

Harry awoke in a cold sweat, on the floor of the Osborn manor's garage. The limo, trashed and scratched along it's once shiny black hull lay in a diagonal position, drunkenly parked by a murderous Harry. He caught his breath and looked at the grill of the car before him, keys still in the ignition and driver side door swung open, vehicle seemingly abandoned before he collapsed.

Harry hugged his knees and dry heaved tears into his caps, thudding palms against his head. His family had been taken from him, all of it, every scrap of branch from their family tree, pruned to the small spruce he felt it had become. He cried loudly, sobbing and heaving, retching into his knees.

"W-W-Why?!" he cried out, handfuls of his hair, screaming tearful sobs to the ceiling, hands balled up in his fringe, thumping his forehead. "I-I want my Mommy! I-I-I want my D-D-Daddy!" he pleaded, falling back to the floor as he got no such response, just the same dead silence that drove him mad. His palms were stained with Heather Langhorne's blood, the nickel plated revolver tumbling from his coat pocket, clinking across the floor.

Benefactors had killed his father, like the freak accident in the car had killed his mother years and years ago. "Mo-Mommy...?" he sniffed, hugging himself tighter, sobbing back to heaving strength. Only one Benefactor remained to right the wrongs of his dead father, and he had to have him killed...but now, Harry had a taste for vengeful blood, and he liked it. He needed Richard Evans brought to him alive, a change of plans...

...

Qatar Desert: 21:34pm: Present day:

The Amber sun sinks lower behind the wavy horizon of colour, the sky looking like a rippling pool of blue and orange ink, intertwined with streaks of pink. The rise and fall of sand dunes distort the smooth sandy land into a bumpy crevasse of beige crystals. Whipping winds scoop up handfuls of sand from the dune tops and sprinkle them out across the desert, the dark purple light soaking into the clumps of cloud in the sky. A few twinkling stars begin to brighten as night forces its way through the ebbing daylight.

Stood atop a lone Sand dune, seas of beige crystals pooling at his huge boots, a titanic man with broad arms, tree trunk sized biceps, stood tall, fearless as he saw his distant target. Leopard skin billowed in the wind like a cape of fur, a huge bleached Lion skull acting as a shoulder pouldron over his massive bare right arm. Long black and silver hair whipped in the hot evening wind, red light painting the sky above him a water color canvas of many shades.

He bent down and dug his fingers into the dust, squeezing it into his palm, knuckles white with pressure. His huge hand opened and the dust trickled between his fingertips. The mammoth of a human stood up, huge fur collar whipping and flapping against his broad neck. A grin slid over his teeth as he began to trudge down the hill of sand.

In this empty land of sand and heat, a large tarmac settlement lays within the residing dunes, hidden from all prying eyes. Runways hold large triangular B2 Bombers, bomb bay doors yawning open on the undersides of their belly's. Two titanic hangers, measuring over six football pitch's long each sit at the end of the runway's feet, white strips of painted lines weaving across the black concrete, like pearly snakes. Rows of large Quin-Jets litter the Runway, dwarfed by the larger triangular Bombers. These VTOL troopships and Gunships were prototypes manufactured by SINIAT and Oscorp. Large curved, triangular wings extend out from the spine of these broad ships, two massive thruster tubes on the tail of the planes spine.

Squads of jet black clad soldiers pace around the outside of the base, long M4 rifles in grip, barrels tilted to the ground. SINIAT industries was printed into the steel pouldron of each of their shoulders, black balaclavas masking their faces, only their eyes piercing through the slits of the mask. Engines thrum in the low light, eliciting deep mechanical moans from each of the Bomber's large twin turbines.

"Kilo Foxtrot, this is alpha tango, over." One of the soldier's radios buzzed, his team of two following behind, busy patrolling the outskirts of the base. He lifted a hand and squeezed the device on his collar strap.

"Alpha Tango, we read, over." The captain said, gesturing with a nod to his pair of other soldiers. They both halted, peering at him curiously.

"Kilo, we've had reports of disturbances in the outskirts of the base, two off sight alarms were just triggered, keep an eye out, over."

"Wilco, Kilo out." The Captain nodded, letting go of the radio. He looked at his two squad mates, tilting his head towards the outskirts, desert winds whipping inwards. The trio walked towards the edge of the tarmac, raising their rifles as daylight began to ebb away. Stars were twinkling in the dark blue edge of the approaching night sky. They squinted as the winds flicked sand into their eyes, aiming down the holographic sights on their rifles. "Safeties off, boys."

"Roger." they both nodded, guns clicking. They stepped off the solid tarmac into the spongy surface of the sandy desert. Their boots trudged towards the blinking red beacon, stood spiked into the ground. The Captain tightened his grip on the rifle and neared the bent beacon. He lifted his fist and both his soldier comrades stilled, covering him, aiming at the twisting waves of sand.

"Err...Alpha Tango? We've found the tripped beacon. It's umm...damaged, over." The Captain set his rifle down beside him and crouched, looking at the damaged device.

"Roger that, Kilo, err...what's wrong with it, over?"

"It's...ah shit!" The man stepped back, seeing the curved Kukri knife sunken into the metal of the device, sparks spitting around it. The other two men snapped their attention up. "There's a kni-"

He fell back as an arrow shot out of the desert silently, piercing his rib-cage and sinking deep through his chest, blood filling his body. The Captain slumped to the sandy floor with a thud. Ostrich feathers stuck out from the tail of the long wooden arrow, fluttering in the warm evening breeze.

"No, Captain! Ah, shit! Eyes up!" The two men panicked, frantically looking across the desert. Holographic sights danced over the desert, slowly becoming impossible to see in the dying light. Their hearts swelled with panic, unable to decipher where the arrow had come from. The sound of a crossbow's torqued back cable springing forward jostled the air, like a harsh whisper.

Suddenly the airy cry of a projectile through the air hummed and collided with the second man, falling back in a bloodied heap, dead in the dirt. The last man standing panicked further, dancing back and forth on terrified feet, till the deathly sound of a swirling projectile filled the night air. His eyes widened in horror as he focused on the spinning Kukri knife, swirling through the air. The blade slammed into his chest and he fell back to the sand, eyes staring up at the sky with deathly dilated pupils.

The massive behemoth of a man stepped out from the ocean of sand, slinging his huge crossbow rifle over his shoulder, the weapon folding up onto his back. The hunter stepped towards the three corpses, walking over the captain's body and over to his knife, deeply embedded in the chest of one of the privates. He grasped the handle and pulled on the curved blade, peeling it out of the bodies ribs, bone scraping along the metal blade.

The Hunter turned and walked to the other Privateers body, pulling the arrow out and slinging it over his shoulder. "A Silenced gun, is still much louder than Crossbow...than arrow." A deep, raspy Russian voice growled from the Hunter's throat.

"Y-You...wh-who are you..." he turned his head, looking over his Lion skull covered shoulder at the voice. On the sandy floor lay the captain, blood dribbling out of the corner of his mouth, his heart seconds from failing. The Hunter scoffed and smirked, walking over to the Captain's body. With a groan of old age, the Hunter bent down, resting his huge gauntlet covered wrists on his knees, Kukri knife in his right hand, rubbing the blade along his cargo trouser leg.

"You soldiers, your armies..." he scoffed in a deep gravelly Russian accent, left hand rubbing the thick black goatee and mustache on his square chin. "They are like little children. Always fighting...making a mess of our Earth." The Hunter chuckled, lifting his blade to study it, the Captain spluttering up thick globs of blood. "I have lived off of our Earth as Mother Nature intended...but it has been a rationing thirst that I could not quench." He spun the Kukri knife through his fingers. His piercing eyes, like Tiger's eyes peered down at the man, on death's door.

"I have being feasting off of our Earth for decades, and for every animal I claim, I take a trophy." He pointed to the leopard skin poncho and the lion skull on his shoulder. His eyes lowered to the necklace of hundreds of different animal teeth around his neck, resting on his bare pectorals, beneath the vest of leopard fur. "A reminder, of Mother's natures power, and a trophy of how I overcame it...how I won." The Hunter chuckled. "I have downed Elephants with one arrow, killed Rhinos with my bare hands, strangled Tigers and fought Lions to the death...and I am still here." The Hunter cackled. He stood up, tall over the soldier.

"I am Sergei Kravenoff, but you may call me Kraven. I hunt an unusual trophy today, which gives you a chance. There is one way you survive." He pointed the Kukri knife to the downed man. "Tell me where he is. Where, is the Benefactor, Richard Evans?" Kraven snarled. The Captain scoffed, shaking his bloodied head.

"N-Never...you can go to hell." the soldier spluttered, tears in his eyes.

Kraven scoffed, smirking, as he lifted his leg, pressing his boot down on the Captain's abdomen, holding him in place on the sand, the weight pushing his body deeper. The soldier groaned and grit his red teeth, leaning on his elbows digging into the earth. Kraven lifted his Kukri knife, hovering the silvery blade over the Captain's ribs. Kraven suddenly slammed the blade down, piercing his chest with an audible pop, the soldier crying out silently, lungs unable to open. He instinctively brought his hands up to grasp Kraven's huge forearm as he pushed down on the blade, sinking it deeper and deeper into the man's chest. Kraven grinned as he leaned down on his pinning leg, sinking the blade down to the hilt, beside the arrow stemming from the captain's chest.

Kraven coiled his fingers around the arrow and the knife handle, pulling up on them both as he straightened his spine, pulling the pair of weapons from the dead man's chest, his arms falling limply to the earth. The blade and arrow left his chest with a crack and atop the blade was the man's heavily bleeding heart, severed veins swinging from it. Kraven chuckled and flicked the blade, the heart falling to the dirt.

"Where do you think I come from?" Kraven cackled, before turning and looking at the airbase, grinning his canines.

...

It'd been a full twenty four hours since Gwen had discovered her life changing abilities. With Sunday teetering on the edge of elapsing into Monday, their stomachs full of roast chicken and warm from the heating that slowly filled his room, Peter and Gwen sat together and crammed some last minute studying. Gwen had spent the entirety of the weekend asking Peter question after question about his abilities, her mind busy making hypothesis after hypothesis. It was who she was, she wanted to understand these powers, and her incredible knack for curiosity lead her to trying to understand even more.

So, here they sat on a Sunday evening, wrapped up in their Pj's, skin squeaky clean after a cleansing shower. Currently they had their notebooks held in their hands, cross legged opposite one another...hanging upside down on his bedroom ceiling. Gwen's luxuriously long golden hair tumbled towards the floor, held up and away from her head and neck. Peter looked at her as she studied and couldn't help the disbelief in his chuckle, shaking his grinning head. At first he was scared for her, having these powers and what villains would make her their enemy, just like the Goblin and Connors had made one of him. Gwen peered up from her book at him on the opposite side of the ceiling - currently their upside down floor.

"What?" she asked innocently, chewing her pencil. On Saturday and early Sunday, Peter had taught her about how he controlled his muscle reflexes, how to control that new found strength. He'd also explained how he'd destroyed his bathroom when he got his powers, to Gwen's giggling amusement.

"Nothing." Peter shrugged. She kept watching him, skeptical. He huffed and looked back up from his notebook at her, huffing as his head fell back to stare up at his bedroom floor. "Just...seeing you...upside down, on my ceiling...it's crazy, I-I mean this is really crazy."

"Yeah...no doubt about that...but, I-I'm getting use to it, you know...I-I-I'm adapting." she chuckled, shrugging. "It _is_ pretty cool." she chuckled, looking at her crossed legs that were sticking her to the ceiling, long pale thighs peaking out of her short PJ shorts. "I mean, Peter I'm defying gravity here...I-I am sitting on a ceiling! You have any idea how that gets a scientist?!" she giggled, gesturing to his room. Peter couldn't help the grin on his face.

His smile eventually faded slightly and he opened up to her. "Y-You were right. A-About me being overprotective." he shrugged. "I am, and I can't help that. A-After losing your Dad, I have to be, Gwen. But...you're right. You are capable, you're an adult, and I need to trust you more." he chuckled and shook his head. "Hell, you've been more sensible with this stuff than I was." he grinned. Gwen laughed and watched as his eyes blanked back down to the notebook in his lap. She smiled lovingly to herself, taking in what he'd just said. She then pulled one of her long legs out of her cross legged position and prodded Peter with her toes. He looked up and his eyes traveled up her shapely pale legs. His eyes landed on hers.

"Thank you." she smiled. He chuckled.

"W-Welcome - y-you're welcome." he grinned. Gwen shuffled across the ceiling, fingertips pressed to the white plaster, fingers sticking and holding her to the gravity defying seat. She sat so close to him, knees brushing with his, nose nestled in his cheek, hot breath on his face. "Gwen..." he whispered into her neck, leaning his head to kiss her jawline, a hand coming up to caress her cheek. She hummed and pecked a kiss on the edge of his lips.

"Thank you for helping me...g-get used to this. I-It's such a big change, and I was so scared, Peter." she whispered into his neck, feeling his hairs prickle under her warm breath. Peter smiled and kissed her cheek, and then lifted her chin so her lips connected with his, making her mewl into his mouth as his free hands came up to caress her hair, fingers raking through the blonde locks.

Suddenly they both peeled apart and stared at the bedroom door, their ears ringing and tingling with Spidey sense. They could feel Aunt May's footsteps on each floorboard, hear every creek of wood. Gwen quickly shuffled away and they both flipped over, dropping off the ceiling onto his bed below, bouncing on the mattress. Notes and paper blew out of the books on the way down, spraying out onto the floor.

Just as the bedroom door opened and Aunt May looked in, both Peter and Gwen sat on the lip of his bed, looking intently through biology notes.

"Okay, so what's an enzyme?" Gwen asked Peter.

"Oh, well that's a Macro-molecular biological catalyst." he shrugged. Gwen smiled.

"Very good!" she looked up at the door, at Aunt May. "Oh, hey Mrs Parker!" She said in an over the top affectionate voice. Peter smiled too.

"Hey Aunt May!" Peter beamed. May raised an eyebrow at the pair but shrugged it off.

"Hey you two, you all alright? I heard a bang?" she asked, raising a silvery brown eyebrow. Peter shrugged and pursed his lips, looking at Gwen. She did the same, shaking her head over dramatically.

"Well...I mean...i-it wasn't us, right?" she looked at Peter, and he shook his head quickly. "Yeah, I mean...we've been studying for like, three hours now!" Gwen laughed, nodding. Aunt May looked over the tops of her glasses at them, incredulous.

"Okay, well...I'm off to bed. Peter, I made up the couch for you." she smiled. Peter gave her a thumbs up and a thankful smile. "Night Gwen, sleep well. Oh, and know you are welcome here for as long as you want, it's been lovely having you." May smiled at her. Gwen melted under her mothering gaze.

"Thank you, Aunt May." she beamed back. Aunt May nodded with a happy smile and shut the door. Peter grinned and nudged Gwen's shoulder with his.

"Look at you, lying to hide your powers. You're a real spider girl." he grinned, chuckling as she shook her scoffing face, shoving him back.

"Oh, shut up. I-I wasn't lying, technically, we _were_ studying." she pointed out.

"Yep, we were...on the ceiling...upside down..." he mumbled. Gwen scoffed and her shoulders sagged, a whining chuckle sounding.

"Oh, well, I wasn't gonna tell her that!" she whined. "I umm...we were studying, I didn't lie." she mumbled. Peter chuckled and wrapped his arms around her, giving her a sloppy kiss on her cheek. She grimaced, giggling as she tried to pull away, laughing despite herself as his stubble tickled her pale cheek.

"Ew, stop, Peter!" she giggled, pushing him away. He pecked her jawline, nuzzling her earlobe. Gwen couldn't help the rising laugh in her throat, and gave into her bubbling happiness as she turned and met his lips, stroking his cheek, her sticky fingers scraping down his cheek, rasping against his stubble, hooking like Velcro. She finally peeled her lips off of his and rested her forehead against his, grinning childishly.

"I love you." she whispered. He opened his eyes and stared into hers, so close that they blurred into a gorgeous mass of white and green, filling his vision till he lowered his gaze to her nose. "I love you, Peter." she said with validation. He smiled and grinned, grinning his Cheshire teeth at her.

"I love you too. W-What made you blurt that...n-not that I don't love hearing it...y-you okay?" he asked her softly. She huffed and shrugged, licking her lips.

"I know you've been feeling guilty for...god, weeks now, but Peter...you don't have to, okay?" she gently smoothed her fingers through his hair. "You don't have to be."

"Oh...that." He mumbled.

"Yes, that." she sighed softly. "none of it is your fault, understand me?" she said soothingly.

"I...I guess...but, Gwen...all this...your Dad, your home, you in Hospital...now this?" he gestured to her fingers, lightly smoothing his fingertips over hers, both feeling like rough cat tongues. "H-How can I not?"

"Because not one of them was your fault. Not one of them was your intention." she beamed. He scoffed, so she strives to convince him further. "Did you intend for my Dad to get hurt?" she asked him rhetorically.

"Well, no..."

"Did you mean for the Goblin to hurt us?"

"Of course not!" he grimaced.

"Did you intend to give me your powers?" she asked. Peter shook his head.

"No."

"So, you get it. You have nothing to feel guilty over...so stop beating yourself up..." she flicked her thumb against his chin. "Straighten up, and cheer up." she smirked. He grinned and chuckled, nodding. "Yeah?" she looked through her fringe at him.

"Yeah...o-okay." he smiled, genuinely. He caressed her bare knee and gave her a quick kiss.

"I don't want you ever feeling guilty about what happened that night...what the cops did to you...it was never, ever your fault, okay? You can still come back, you know?" she smiled. He raised an eyebrow, and she flit her eyes to the window. "You know...all..._this_." she lifted her hands and aimed her wrists at him, pretending to douse him in webbing. He chuckled and took her hands, kissing the insides of her palms. "They were wrong to attack you, Peter. You can still come back, and show them you're the bigger man, the better man." she beamed. "Peter Parker is my hero. Spidey is...theirs." she shrugged towards the window.

"You should write speeches, Gwen...y-you'd convince anyone to do anything." he grinned, Gwen giggling lightly.

"Yeah, well...I might just have to with graduation at the end of the year." she nodded, tilting her head, eyes squinted with a smile. "You know, valedictorian and all." He chuckled and nodded, kissing her palm once more.

"You may be right...I-I dunno. I umm...I best get off to bed." he yawned, standing off the bed. "We've got this test down, right?"

"Oh yeah, we're gonna ace it." Gwen nodded, her fringe swinging like a golden pendulum, despite her disappointment at yet again another failure to convince him that it wasn't his fault, and that New York needed him. She really hoped something wouldn't come along that would make the choice for him, further making his insatiable guilt rise.

Gwen shrugged it off as she lifted her laptop onto her knees and quickly began to type out an email. "I'm gonna email you my notes, and umm...I'm gonna send you the list of...w-what else I wanna learn, yeah?" she looked at him, gulping under his gaze. "I-I mean I've got a better grip on my strength and stuff, but umm...I wanna learn more. How to control my...senses, you get what I'm asking?" she sunk her head down into her shoulders, chewing her bottom lip. Peter scratched at the back of his head.

"Yeah, umm, no-yeah send it over...just...no web slinging, got it?" he pointed at her. "I'm not teaching you crime fighting stuff."

"Yes, I know." she longed out with an exasperated sigh, rolling her eyes. She began to type it out, fingers frantically working over the keyboard. Suddenly the tapping became more of a plastic clicking, and Gwen lifted her fingertips slowly, seeing the keys stuck to her fingertips. Peter swallow a chuckle, snorting in his throat. "Goodnight Peter." she growled, flicking her wrists to try and shake them off. Peter huffed and padded over to her, kneeling before her and taking each finger delicately, removing each key.

"You know, when I first got bit...I did the same thing to my keyboard." he grinned, shaking his head. Gwen felt better, her embarrassment ebbing as she giggled.

"No way, seriously?" she fidgeted, feeling his digits playing with hers, removing each stuck keyboard key.

"Seriously." he chuckled, nodding to himself, eyebrows bobbing. Gwen smiled and looked as he removed the last key. "There. All better." he smiled.

"Till I do it again." she huffed. He smiled and stood up, watching her push each key back into place.

"At first, I wore thick gloves to type...not easy." he chuckled as Gwen snorted. "But then, like how I learned to control my strength, I controlled this. You just...don't tap as hard, and occasionally I'd just lick the fingertips. Wet fingers didn't tend to stick as well." he shrugged. Gwen smiled and nodded.

"Thanks...I'll umm...I'll remember that." she beamed.

"Good. Don't worry, you'll get the hang of it, in time." he kissed her forehead. "Get some rest, okay? Got that big test tomorrow." he stood up, making his way to the bedroom door.

"Hey, Peter?" she asked, tentatively. He looked back at her, gentleness in his gaze. "Thanks...for umm...for being so patient with me." she grinned nervously with one side of her mouth. He smiled at her gently.

"I was gonna say the same thing to you." he smiled. "Love you."

"Yeah, you too. Nighty night." Gwen beamed as she got up to get ready to sleep. He smiled and shut the door, heading downstairs. He padded down the stairs and looked at the couch, grimacing at the duvet flung over the armrests, a pillow on top. He'd much rather sleep with Gwen, feel her body press into his side, warm and comfortable, fingers laced under the sheets. He shook his head and skipped the last steps, trudging over to the bed.

He ran a hand through his hair and pulled his shirt off, flinging it onto the other armchair. He pulled the sheets back and fell onto the chair, sighing heavily. His eyes landed on the ceiling, staring at the still fan, each blade an object for his eyes to cast upon. He pulled his arms out from under the sheets and slapped them down on top of them.

He looked over the armchair spine at the staircase, seeing the amber glow of the upstairs light turn off, pitch blackness filling the house as Gwen had obviously called it a night. He sighed and looked up at the ceiling, thinking back to how he'd given her his abilities. He'd had no choice when he donated his blood, it was either that or see her die, and was never going to let that happen. She'd changed, her body acclimatizing to his blood's power, and now she housed the same abilities as him. He didn't want her to get roped into the world of Spiderman any further, but here she was...a super human...and it was his fault. A fault that he could never avoid as he watched her lose all that blood in the Hospital, through thick fat tears. He huffed the memory away and stared up at the ceiling, lifting his wrist and aiming it at the fan. He curled his palm back and pulled his two middle fingers into his palm, gesturing to shoot a Biocable.

"Thwipt." he made the sound, sighing, his hand dropping to his lap. He looked at the coffee table in the low light and reached for his phone, pulling it to his lap. He turned it on and flicked through his voice mails, till he landed on the oldest one he had saved. With a gulp, he turned the volume down lower and opened it, biting his knuckle.

_"Peter, I know things have been difficult lately, and I'm sorry about that. I think I know what you're feeling. Ever since you were a little boy you've been living with so many unresolved things. Well take it from an old man, those things send us down a road, they make us who we are, and if anyone is destined for greatness, it's you son. You owe the world your gifts, you just have to figure out how to use them, and know that wherever they take you, we'll always be there. So come on home Peter, you're my hero, and I love you."_

Peter sniffed and eyed the wall in deep thought, placing his phone down in his lap, the screen falling dark. He rubbed his eyes and pursed his lips, before rasping his hands down his chin and lying down, eyeing the ceiling again, as so many thoughts swirled through his mind. Uncle Ben was right, Gwen was right...but was he ready to endanger everyone he cares about again?

Peter groaned and rolled onto his side, hugging the pillow beneath his head, closing his eyes and hoping to get some sleep, if any.

...

"Monday Morning, and yet another Goblin fanatic. Yippee." Paulie chuckled as he padded across the NYPD headquarters offices, towards Danny Lugo's booth. "Coffee?" He smiled, handing Danny the cup.

"Thanks man." he gave his tired, monotone reply, blonde hair longer and untamed, large sagging bags under his weary eyes. "Another Goblin reenactment, huh?"

"Mmm hmm, guy wore a rubber Halloween mask and tried to do over a Seven-Eleven. He's in cell three now." Paulie chuckled. Danny gave a faint smile, weary. "You alright?" Paulie asked, sitting down beside him. Danny huffed and shrugged. He set the two plastic pouches down on his desk and wet his lips.

"I dunno man, I mean...Y-You remember at Christmas, when we got that Star tattoo guy in?"

"Yeah, the umm...the Ben Parker murder case. Why?" Paulie asked, clicking his fingers. Danny huffed again, groaning as he rubbed his tired eyes.

"Well, since he accused Gwen's boyfriend of being that Spiderman...I-I've been thinking."

"Uh oh, I told you not to do too much of that Dan." Paulie chuckled. Dan sighed.

"I'm serious man. What if...what if he's right? I did some digging, and Captain Stacy got a heads up about Connors before he attacked New York, right? He got it from Parker." Danny eyed Paulie, before pointing at the massive stack of folders on his table. Paulie scoffed the accusation aside.

"So Parker knew some stuff, big whoop! Doesn't make him Spider man, right?" Paulie stood up, patting Danny's shoulder. "Dude, don't obsess with wanting to catch this guy. Spiderman's dead, we just sold off the mask at auction! Forget about it!" Paulie smiled, rubbing his paunchy chin. Danny shook his head.

"No, No I can't. Spiderman was the last man to ever see George alive, my _best friend_ alive, I won't forget it!" Danny shouted.

"Okay, Okay man, calm down, okay?" Paulie said gently, eyeing the confused other officers around the office, Danny slumping his head back into his palm. "What did you wanna do then?"

"I umm...I found a hair...in the Spiderman mask, I found a hair." Danny mumbled into his hand, propped elbow on the table, holding his tired head up. Paulie's eyes widened. "I umm...Parker and Gwen visited the other day...and...I got one of Parker's hairs." Danny looked at Paulie, lifting the two plastic bags, each with one thin strand of brown hair in them. "If they match...we got our Spiderman." Danny scoffed.

...

First period sucked that Monday. A few quick fifteen minutes of revision cramming, and then sitting a long and grueling biology exam. But, it was behind them now, a free track for two hours and they're lessons for the rest of the day were easy and calm in comparison. Now, if only Gwen could find him...where was Peter? She paced the halls alone, bag strap over her shoulder and her boots clapping against the tiling of the school corridor.

Her hair was up in a ponytail, a nice green top over her torso and a pair of black jeans, to accommodate her long black boots. She paced the hall, looking for Peter, unsure of where he'd wandered off to. She huffed and reached to her back pocket, wriggling her phone out of the tight fabric. She curled a lock behind her ear and began texting him.

_Peter Xx:_

_Hey u, where r u? xxx_

She shoved her phone in her pocket and reached her locker, entering her combination and opening the metal door, sticking her notebook inside. Her eyes flit down and saw the pair of converse and black jeans behind the door of her locker. She bit her lip to stifle her giggle, shaking her head. He truly was an idiot, but her lovable idiot. She shut the door to the locker and feigned surprise as she caught Peter, grinning his usual cheeky, Cheshire cat grin.

"Oh, Peter, my word you did scare me." she overly acted, pressing her wrist to her forehead, her Shakespearean performance making him grin further. She chuckled and leaned forward giving him a peck on the lips, taking in his scent, shampoo and mint, with a hint of salt and sweat. Dirty and clean, a boyish concoction.

"So...how'd you get on...with you exam." he nodded, hands tucked into his pockets. She shrugged, pursing her lips.

"I-I think I did okay." she said non nonchalantly. He rolled his eyes, knowing her all too well.

"Go on, say it." he deadpanned.

"I aced it!" she cheered with a huge smile, wrapping her arms around his neck. He chuckled and hugged her back, spinning them around on the spot.

"Well done, Gwen! I'm happy for you, really, congrats." he grinned, pulling her up in his arms to kiss her full on the lips, moaning with content. Peter was a man of irony apparently, for a while ago, he hated the scenes of public affection that leaned against his locker, yet here he was, Gwen in his arms and lips against hers as his back pressed to her locker. She broke the kiss and swatted his shoulder.

"Stop doing that! God, you are seriously out of control." she mumbled, running her fingers along his jawline. Peter chuckled.

"What can I say? For the first time in a long time...yeah, I-I'm happy, I'm really, really happy." he beamed at her. Gwen melted under his loving gaze and gave him a peck on the lips, before wriggling out of his hold.

"So, how'd _you_ get on?" she asked, leaning against her locker, crossing her arms. Peter shrugged, licking his dry lips, examining the hall.

"I umm...yeah, I think I did alright. N-Not as many distractions this time...no Spiderman stuff." he shrugged. Gwen smiled and shrugged.

"Yeah, just, you know, giving your girlfriend superpowers, no-yeah, that's nowhere near being a distraction or anything." she sarcastically whispered, grinning as he froze under her gaze.

"Not cool, Gwen." he mumbled, grinning despite himself. She chuckled and took his hand. He lifted his hand and decided to change the subject, smiling at her. "So umm...tell you what...we've got a free track now, right?" he asked, jutting his chin out. Gwen gave an exaggerated slow nod.

"Affirmative." she said, Peter chuckling airily.

"So, Tell you what, tell you what..." he shuffled closer, wrapping his arms around her shoulders, pulling her closer. He grinned at her, splitting his face, teeth gleaming. "Let's just get outta here for a while, huh?" he chuckled as she visibly stiffened, eyes wide.

"Skip school? Peter, no way, nuh uh." she shook her head, hands pushing on his chest as he held her tighter. He grinned wider and shook his head left and right, mischievously.

"Let's just get outta here, yeah?" he whispered to her.

"No, nope, not gonna work on me this time."

"Okay, fine." he let go of her, pacing away slowly. Gwen nodded.

"Good. Glad you got all the craziness out of your head." she waved a pointed finger at him.

"I mean, I was thinking about going down to that new Ice cream parlor you love." he singsonged over his shoulder, grinning as Gwen froze.

"I-Ice cream parlor?" she perked up.

"Oh you know it?" he grinned over his shoulder, eyebrows raised, feigning surprise. She managed to swallow her want, looking back at her feet, shrugging.

"I-I dunno what you're talking about."

"Oh really? So, you wouldn't be interested?" he got closer to her. She gulped and shook her head, despite herself. "Not even if I got you a...oh what was your favorite..." he playfully feigned his forgetfulness, tapping his chin exaggeratedly. She grit her teeth, hating him by the minute. "Oh, yeah, a Strawberry cone? You know the one with the chocolate at the bottom?" he whispered to her, nuzzling his nose to hers. She sighed gently, chuckling weakly. Gwen shrugged, scuffing her boots on the floor, biting the inside of her cheek.

"But, if you wanna sit in school for a two hour free track and doodle, well, that's fine by me." he shrugged, walking away backwards, grinning at her. She tensed her fists at her hips and groaned.

"Damn you Peter Parker and your promises of frozen dairy products!" she called, catching up to him as he skipped down the hall, skateboard on his backpack bobbing up and down.

...

Qatar's sun rose over the desert, revealing the sheer devastation of the airbase. Pillars of jet black smoke plumed into the air, clogging the once blue sky with clouds of soot. Ruined and wrecked Bombers were tilted and buried into the cracked and destroyed concrete, flames as tall as two story houses lapping at the sky, making the horizon around their flickering borders wobble and haze. The sounds of crackling fire were the only roars to be heard across the entirety of the dead desert.

SINIAT industries logos were scorched and charred on the sides of the melted and sunken aircraft hangers, huge steel roofs bent and warped as the heat emanating from the inside flames ate away at the metal skin. Dead soldiers littered the runways, frozen in ash, bodies stilled, mid running and screaming, forever cast in this horrific reincarnation of Pompeii's ash figures. Fires lapped at the ash ankles of these silent statues of flaky soot. An Extremis canister had been punctured, exploding outwards in a vibrant eruptions of orange energy, destroying every organism within a mile radius. All, but two.

Kraven stood in the lapping flames, duel Kukri knives on his belt, folded up Crossbow slung over his shoulder. Huge hands clasped around the sooty air, fists forming as he eyed the havoc he'd wrought. His long silver black hair whipped in the air, as a thick scent of melted paint and scorched steel stung his nostrils. It was bitter to the senses and seared into the brain, an indescribable abomination lurking within the sulfur rich air. The pungent air had no affect on Kraven as he smirked upon the destroyed airbase, looking at the set of human teeth, canines and molars added to his collection upon his necklace. They sat alongside the bleached long Tiger fangs, shark teeth opposite. Great Whites, Bull sharks, they'd all fallen to Kraven's hands. He stuffed the necklace into his Leopard skin vest, turning away from the tarmac he stood upon, the awaiting Quin-Jet thrumming loudly as it started up, the only remaining one as he'd destroyed all the others, no escape for any of these people.

The rear ramp fell with a mechanical whir, Kraven looking down at the cowering Richard Evans, blood stains around his mouth, from where Kraven had plucked his teeth out, stabbing his gums with a Kukri knife. He shielded his face, his suit torn and scorched, tanned skin dirtied and bald head bruised. Kraven bent down before him, scraping his Kukri knife along the tarmac around Richard's trembling body, sparks outlining his form. He whimpered and shielded himself further.

"It would seem my employer has had a change of heart over you. He wants you alive, to teach you a lesson himself." Kraven grinned, gravelly Russian accent roaring over the stolen Quin-Jet behind them.

"Y-You won't get away with it! P-People, I know people! They'll kill you if you hurt me!"

"I already have! And I fear no man on this Earth!" Kraven chuckled, showing the necklace housing Richard's teeth. "You will be believed dead in this desert, no one will look for you, no one will miss you! You rich, are a curse to this earth. You stand and tread on your fellow humans to get to the top, but forget that you have to walk by them again on your way back down." Kraven deeply laughed in his throat. "We all lose everything eventually."

"I thought you hunted animals, not humans?!" Richard spat blood. Kraven cackled.

"When you own the head of one of every species, you want to expand your horizons...hunt the biggest and most powerful game in the world." He grinned. "When you are the top of the food-chain, like me, you want to seek a challenge. You, were not one." Kraven scoffed, crushing whatever ego Richard had left in his trembling body. "But once I am done with you, I will seek my greatest challenge out." Kraven looked up at the wobbling sky, the flames distorting the view.

"Wh-What are you going to do with me?" Richard pleaded, mouth swollen and bloodied, muffling his words. Kraven laughed.

"The son of a man you betrayed wants you back!" Richard's eyes widened in horror upon hearing the mention of Norman, and his son Harry. "We all work for someone..." Kraven stood up tall, looking at his stolen awaiting ship. "Whether it be ourselves, or a vengeful son! Harry Osborn wants to teach you a lesson, and when he's done..." Kraven leaned down, grasping Richard's leg tight. "...You'll belong to me." He grinned.

"No! No!" Richard begged as he rolled over onto his front, feeling himself being dragged by the leg towards the ship. His fingers scrabbled across the cracked concrete. "No, No, not like this!" He had a twinging fear of Harry, but his full frontal fear was towards Kraven. This monstrous Hunter had destroyed everything he had ever worked for, all in the blink of an eye. Killed hundreds and proved himself immune to the effects of Extremis, a project they swore they'd destroyed, instead weaponized. Norman had died for nothing, and Harry would be furious.

"Please! I'm sorry!" Richard begged.

"Backstabbers never prosper!" Kraven laughed as he dragged the man up the ramp of the ship. "And once I've delivered you to Osborn, I will begin my most important hunt, the Hunt to prove that I am the greatest Hunter that ever lived!" he roared, echoing through the ship as the thrusters crackled to life, blasting the scorched tarmac with blue flames, lifting up into the sky, the VTOL shuttle climbing higher and higher. "The hunt, for the elusive Spiderman!" he roared as the ship blasted off across the desert, leaving the burning airbase to sink into the depths of the Qatar desert.

...

"Okay, so you put down that Enzymes are-"

"Macromolecular Biological Catalysts. Yes, now stop worrying Gwen, I'm sure you did great." Peter chuckled as he sat in the booth at the Ice cream parlor, a cone of mint choc ice cream in his grip. Gwen nodded and sat down opposite, her own cone loaded with strawberry ice cream. The parlor was a bright and cheerful place, walls painted a colorful kaleidoscope of vibrant colors, reflecting the scents of tangy sweet fruits, and rich chocolate.

"Yeah, yeah I'm sure I did fine." Gwen shrugged, pursing her lips.

"Gwen, you said you aced it earlier!" he chuckled, grinning. "Stop worrying, okay?" he slid his hand across the table to squeeze her free one, smiling softly at her. His thumb caressed her smooth knuckles and she chewed her grinning lip.

"Yeah, yeah you're right. Thanks Bug boy." She smiled, squeezing his hand back. He chuckled.

"Quite a grip there, Gwen."

"Ah! Sorry. God, still trying to get a hold on all this." she huffed, quickly releasing his hand. He pawed the air till he caught her hand again, grinning wider as he shook his head.

"I'm kidding, Gwen. you're umm...you're doing a great job...getting to grips with all this. Sorry you had to get it." he smiled sadly at her, licking his ice cream.

"Peter, it's not chicken pox!" she giggled, Peter chuckling nervously, sinking his head into his shoulders slightly. "I knew what I was getting into the moment you kissed me for the first time. Of course, I never imagined it involving...umm..." she looked around the empty parlor. "...you know, this." she stuck her index fingertip to her napkin, lifting it off the table lightly by it, grinning nervously at him. He chuckled incredulously at seeing Gwen lifting stuff with her finger tip. She dropped it, shrugging at him, before licking her ice cream cone. "But I never backed out then, you know, with what happened with Connors...a-a-and my Dad." she sighed. He rubbed her knuckles, hand leaning across the table, fingertip skin like a cat's tongue. She huffed a cool breath and quenched her nerves, looking back up at him happily. "...and I'm not backing out now." she beamed. He chuckled and nodded, going back to his ice cream cone.

"I'm glad." he smiled.

Gwen licked her cone again and flit her eyes up, clearing her throat. "Peter, about last night. What I said about you feeling guilty?"

"Yeah..." he sighed. "Y-You were right, I do feel guilty, Gwen, and I always will...but...maybe I need to use it, use that guilt to-" Suddenly his phone rang in his back pocket, thrumming against his skin. He shimmied the phone out with a free hand and saw the caller, eyes widening with a gulp: Jameson. "I umm...I gotta take this. I'll be right back." he got up out the booth, handing Gwen his cone, leaving her confused and hanging off of his last words. "I'll be right back." he kissed her locks, walking to the exit, phone still buzzing. He stepped out into the street, answering the phone.

"Hello?" Peter gulped. What could he have done wrong now?

"Parker! Good news, you made me Five grand!" He roared down the phone, slightly cheery yet angry, somehow. He could almost smell the cigar through the phone.

"That's umm...that's great sir...umm...h-how?" Peter shrugged, leaning against the shop door, watching the street walkers go by.

"That Spiderman costume you brought to me? Some big collector for the New York Museum bought it for thirteen grand! Hah, you believe that? Made me a damn profit!"

"Whoa, really? W-Why?" Peter asked, looking down the street at the suspicious black van parked up the block, right outside the Twenty-Four-seven store.

"Why?! He's a collector, Parker, I can't get inside their heads! More money than sense, which made me money! HAH! Guy spent twenty grand on it all. Some guy sold the menace's Web things on Ebay, and he bought em up. Got the mask at a police auction too!" Jameson hollered, making Peter hold the phone away from his ear slightly. "Damn Bug, he called himself _Spider-man_, yet doesn't have real webs?! He was a phony! Wait, that's good! HOFFMAN!" he called, Peter groaning.

"Yes sir?" Peter heard a quiet voice respond in his phone.

"Tomorrow's headline. Spiderman was a phony! Used fake webs to...ensnare city! That's good, print it!" Jameson chuckled, seemingly forgetting he had Peter on the phone.

"So umm...y-you were saying sir?" Peter spoke.

"What?" Jameson snapped in his gravelly voice.

"About umm...s-some guy selling Spiderman's Webshooters on Ebay?" Peter chuckled, knowing it was him who did it. "And this Collector also got the mask?"

"Who told you that?!" Jameson snapped.

"Y-You did?" Peter raised an eyebrow. "Just now?"

"Huh...wife's medication by accident. Anyway, Whole costume set up in New York Museum. A place to remember the menace!" and just like that, the conversation hit rock-bottom. "He wanted to be famous? Well, I've made him infamous!"

"H-He wasn't a mena-

"Hell, they can set it up next to the Bonny and Clyde booth for all I care, I made five grand for nothin! Good work Parker!"

"Y-You're welcome sir, but why are you telling me-

"What do you want, a raise? Get off the phone! You start again in a week!" and the phone went dead. Peter pulled the phone away, staring at the dial tone emitting device.

"What...w-what the hell just happened?" he groaned, looking back up at the street, the black Van sliding it's doors shut, silhouettes moving inside. Peter shrugged it off and walked back into the ice cream parlor, stuffing his phone in his pocket. Gwen smiled over her shoulder and he smiled back, sitting opposite.

"Everything okay?" she asked, handing him back his cone. He took it happily, shrugging.

"Just Jameson. I start again in a week." he huffed. Gwen nodded.

"Mmm, yeah, I start at Oscorp again this week." she shrugged. Peter whined, pouting.

"Ah, what? No more hanging out as often?"

"I know it sucks, Peter, but I have to get back to work, I mean, I've been out of it for nearly three weeks!" she chuckled weakly. He nodded, licking his ice cream. "Besides, I'm looking forward to going back to work. Give me something to focus on." she smiled. He smiled back, nodding. "So umm...where were we?"

"Oh...oh yeah."

"Yeah. You were gonna say something... a-about using your guilt?" she shrugged, hand propped under her chin. Peter slowly nodded.

"Umm...yeah...I-I dunno, maybe...but, it's just..." he watched her shoulders deflate, obviously let down that she still couldn't convince him that none of it was his fault, and no reason to give up Spiderman. But his eyes flicked up past her to the large rectangular window at the front of the shop, the view of the bustling streets beckoning his vision. Something was calling his eyes, and he watched the black van pull up outside of the parlor, bouncing up onto the curb slightly. Peter's eyes stared at it, a slight high pitch whine in the back of his head.

Gwen studied her fingers and looked back up at him. "Peter, it's who you are, and..." she trailed off as her eyes landed on his distant ones. "Peter? Peter?" she tried to get his attention, but his eyes were fixated on the vehicle, watching the black silhouette behind the wheel nod to a few other silhouettes and pull what appeared to be a mask over his head. Peter watched the side door of the van slide open, men tumbling out. His eyes caught the glint of something metallic in one of their hands. Peter looked back at Gwen, eyes wide upon her.

"Sometimes, decisions are made for us." he breathed, Gwen raising an eyebrow. "Gwen, get down, whatever happens, you stay down, got it?" he pushed his hand down on hers, eyes blaring into hers. "Gwen, get down." he hissed. She nodded and gulped, lying down on her side, feeling her spine tingle, spider senses flaring. How had she not noticed her senses flaring this loudly in her ears? One more thing she'd have to learn.

Her eyes shut tight, yet still her mind painted a three dimensional image of the parlor in electrical lines across her vision, all her senses coming together to map the room to her closed eyes. It was a stunning feeling, to view the room with shut eyes, from all different angles.

Peter leaned back in his seat, head sinking into his shoulders as he set his ice cream cone next to Gwen's, melting onto the counter. Suddenly the door to the parlor burst open and a group of Hoodie wearing men walked in, all wearing Halloween goblin masks, long noses and chins in green latex skin, long purple hats on their heads.

They all laughed high pitched cackles, aiming Mini Uzi's and Glocks around the parlor, the few other people in there screaming.

"Oh hush, hush, the Goblin's remnants are here!" the obvious leader fanatic bellowed, cackling behind the rubber mask. "The Goblin died believing in chaos, we're gonna finish what he started!"

"Peter." Gwen whispered a tremble. He shushed her gently, Gwen nodding as she closed her eyes tighter, letting her tingling senses paint the image of the room into her eyelids, electrical waves trickling across her brain.

"By robbing an ice cream parlor?" an old man said in the corner, sat next to his frail wife. The Goblin mask wearing hoodlum walked up to their table, tilting his head menacingly, the constant sculpted grin on the mask making them quiver.

"You both..._shut up_!" The man bellowed, nodding to his other masked hoodlums to raid the counter. "Doesn't matter how we do it. Chaos is Chaos. Have we scared you?" he cackled as they nodded. "Then it worked!"

"Might as well make some money outta the chaos!" another voice called, the Goblin mask wearer behind the till, pulling wads of cash out, putting them in a rucksack.

"Exactly." the leader waved his Glock, skipping back to the other three men. "The Green Goblin was an inspiration to our city, killing that rich pig, Francis Dalais!"

Peter growled and looked down at Gwen, as she trembled and covered her mouth with her palms. He gently shushed her again, soothing her. The four Goblin men looked around the parlor, cackling again.

"Spiderman gets imitators. The Goblin gets loyal followers. Dead or alive, we work for his legacy." the leader grinned, hidden behind the latex mask. Peter looked down at his phone, remembering what Jameson had said, mind searching for the important part.

_Rich Collector bought the whole suit for the New York Museum! Made me a profit Parker!_

"New York Museum." Peter mouthed, shutting his phone and looking back up at the group, watching them take the bags of cash.

"Second heist in one day! Ha, we're making a killing!" one of the high pitched, skinny boys laughed behind his Goblin mask. He took the bags and ran out into the street, chucking them in the van, raising his Mini Uzi at passers by, making them scream and run like frantic ants. Peter grit his teeth and clenched his jaw, eyes wide at seeing his city's innocents being hurt.

"Small jobs, but lots of em. Better than going big and...robbin a bank! Goblin always knew to start small, going for one rich pig, before all of em!" the leader laughed through his mask, nodding to the parlor. Peter shook his head, groaning silently. These fanatical followers knew nothing about why the Goblin did any of it, why he was driven to such lengths. Illness and the fear of death can make anyone a worthy adversary, especially if you stand in their way.

"Time to boogie!" the group chortled, running out the store. The leader looked back over his shoulder, locking eyes with Peter through the latex mask. He pulled a frag grenade out of his pocket, sloppily painted orange to imitate the Green Goblin's Oscorp grenades. "Pop goes the weasel." he laughed, pulling the pin and rolling it into the parlor.

"Gwen, down!" Peter roared, leaping across the table and shielding her with his body. The grenade exploded by the counter, the window shivering and crashing to the ground in a heap of shattered glass. Gwen yelped and he cradled her head, feeling the heat of the flames lap around the room, an ear shattering bang erupting. A high pitch whine echoed in his ear drums as he sat up, coughing on the thick smoke. His eyes refocused to Gwen beneath him, seeing her gasping for air and coughing. He checked she was alright.

"You okay?"

"Yeah...yeah...I-I'm okay." she coughed. He weakly smiled before cradling her sooted cheeks and pressing his lips to hers. He peeled away and smiled softly at her.

"I gotta go." he smiled, scoffing a grin. Gwen chuckled weakly.

"Of course you do." she rubbed his cheek. "You're that Spider guy." she smiled softly. He chuckled and nodded.

"Yeah...I am. Get back to school, okay? You'll be safe there." He looked into her eyes.

"Like when the Lizard showed up?" she chuckled dryly. He nodded dumbly, reaching into his back pocket and fumbling for something. A set of keys jingled in his palm and he dropped the house keys into her hand.

"Promise me you'll go home, and wait there till this is over." He kissed her once more, peeling back to look in her eyes, lips still fizzing. "Promise me."

"I promise, now go! I'll get home fine." she smiled, pushing his shoulders up. He gave her a breathtaking smile and leaped off, sprinting out of the shop, bounding through the shattered glass, stepping into the street, glass crunching under heel, alarms blaring and screams echoing. His Spider senses flared and he stared in the direction of the fleeing Van, swerving and weaving through traffic. Police sirens wailed through the cold air, and Peter took a deep nerve wracking sigh, before he took off sprinting in the opposite direction. He knew what he needed...

* * *

**Author's Notes: Yeah, he's back! Spidey's back! Had to use Ben's voice mail again to help him get is urge back, that Martin Sheen speech is so good! And Kraven, man oh man, Kraven. I am enjoying this character. I've given him a sort of Lockdown vibe, if you know what I mean. Bit of fluff too and Harry development. Danny Lugo is gonna make a few more appearances, quite often too, lets not forget that he helped the Goblin frame Peter to begin with, and that his real name is Andrew Church, his past still a mystery. **

**Let me know what you think, and get ready for the next chapter! - Dave**


	23. He rises, until he falls

**Author's Notes: Hey guys, long time! Sorry bout that, but I have been working like crazy, and my body is numb, but hey, I got most of the heavy work done, and can focus on this a bit more now! So, I hope you enjoy and please remember to review, just a few small words, so I know you are all still enjoying this. Hope so ;) - Dave**

* * *

**Chapter Twenty Three: He rises, until he falls.**

**...**

_"What's better? To be born good...or to overcome your evil nature through great effort? Do you have to earn the right to be considered good...to be trusted with responsibility? Sometimes, those who feel they have lost all hope in themselves, weren't born good, but had to earn it, to work for it. Those are the people who realize the weight of being good, have had it grow on their shoulders, because they weren't born with it...they had to work for it. They had to earn it, and rise to it. The people born with it, never lived without it...and so never learned to value it's worth." _

_..._

Harry stood at the dock of the pier, his long black trench coat billowing around him, winds lapping against his slender frame. His combed slick hair flicked and frayed in the winds as he looked out at the distant harbor. Bags had formed under his eyes, red and blotchy, his skin pale and malnourished. He squinted in the sunlight, his first outing since the murder of Heather. His heart was still hammering from that event, and how long it'd take for the police to track it back to him.

"Don't worry about killing Heather." Harry turned sharply at the deep voice, seeing the man in the shadow of the harbor house, wide rimmed hat over his silhouetted head. "I've got a man inside the force who'll take care of everything." He insisted, stepping forward slightly. Harry sighed and visibly calmed.

"I guess you're Gustav...the Gentleman." Harry said, eyeing the distant horizon beyond the olive green curves of the Statue of Liberty. The Gentleman stepped beside him.

"Yes, well, we all have our secrets, don't we, Harry." Harry visibly stiffened at the raspy voice, eyes flicking over at the shadowy silhouette.

"Mmm...I guess we do." He grit his teeth. Harry huffed and lifted his wrist, eyeing his watch. "What's taking him so long?" he groaned, dropping his hand back into his pocket, thumbs rubbing at the silky internals.

"Do not fear, boy, for Kraven is the perfect Hunter. He will bring Richard to you, intact." Gustav smirked, hidden in the shadows. Harry eyed him.

"I asked him to bring him alive, so I can get some answers!" Harry growled. "I need to know what happened to my Dad." He grumbled, eyeing the horizon again. "What Oscorp told me, it doesn't sit right. It...it can't be true, my Dad _did not_ have an accident at work."

"How can you be so sure-"

"Because I knew my Father." Harry spun to stare at Gustav, eyes heating towards the hat wearing shadow. He slowly turned his eyes back to the sea. "No...no, it's not true...it's a damn lie, and I need to know why." Harry rubbed at his tired face, hand scraping over the raspy bristles. Gustav cleared his throat.

"There are often many layers to a lie." Gustav said boldly. Harry nodded, watching the distant sea."The trouble with peeling them back...is that it often reveals something you wish you never knew."

Harry took Gustav's words to heart and ground his teeth, calcium scraping. A cold slap of spring air cracked across Harry's pale cheeks, making him peer up, squinting as the icy spray of salt water prickled his skin. His eyes narrowed on the sudden frothing of water out in the bay, making his heart hammer and a dry gulp echo.

"How...How did Kraven...say he got around?" Harry asked Gustav, head turned but eyes still fixated on the ocean bubbling. Gustav scoffed from the shadows.

"He is a man of many layers...like a lie, once you peel them back..." Gustav grinned to himself. "You see something you wish you hadn't."

"Who is he?" Harry bit his knuckle, crossing his arms.

"A man like Kraven, doesn't live for as long as he has, without having to step over a few corpses, to live off the rusty ruins they leave behind." Gustav tucked his hands into his pitch black pockets, hat tilted down over his eyes. "Like most hunters, he is also a scavenger."

The frothing maelstrom of foaming water bubbled and boiled as it neared the harbor, something massive pushing up from the depths. The overlapping and whirling sea of churning salt water and stripped sea weed began to yearn and give, as the large head of rusty orange and black metal birthed from the sea. Splashing and writhing waves tumbled and ebbed beneath the huge maw of this rising leviathan, cast in age old steel, riveted along it's rounded hull. A loud moan grumbled from the deep and the white frothing ocean boiled apart further, as more of the large cylinder of steel lifted from the aqua hands of the murky depths.

Aqua patterns of dancing cyan light trembled and sultrily moved across the hull, as it rose up and up, white churning sea foam splashing and frothing from the tail of this vessel. The large hull, curved and bodacious as it loomed up from below, sitting buoyant atop a writhing sea of churning white foam, neared the pier to which Harry and Gustav stood. Harry's jaw dropped as he eyed the rusted and barnacle ridden, ancient, Soviet Russian Submarine, as it ascended from the blue waves of Manhattan's watery border. The large Soviet Star of misty blood red sat on the side of the erected Sonar arrays, blotchy and bumpy with barnacle clusters, the Star now faded due to years seated abandoned in ocean waters.

Water dripped and gushed off the sides of the risen sub, pouring from holes on the exteriors sides. A Hatch atop the Submarine's curved roof hissed and slowly rotated, unlocking with a loud clank. The rounded hatch lifted and slammed down, bouncing off the hull with an earth shattering thud.

A man clambered out from the belly of the beast, goatee and mustache of black and silver, a grin on his face. Clad over his muscular form, leopard skins and Lion fur, this was the man in question. This was Kraven. His long black grey hair whipped and slashed around behind his neck, cold air hitting his muscular hardened skin. The sleeveless Russian stepped out of the Sub and dragged the bloody and beaten body of Richard Evans behind him, pacing stoically, fearlessly, proud in his stride, a constant smirk on his leathery lips.

The Nose of the huge Sub leveled with the pier, only just nudging the wooden deck, white hot foam frothing against the barnacle riddled supports. Harry gulped and buried his hands in his coat pockets, sticking his chin out bravely as he began walking to the lip of the deck, nearing the long, titanic Russian sub before him, feeling ocean spray hit his cheeks and the raw stench of old sea weed tinging his nostrils. Kraven paced to him atop his Submarine, his own chiseled and huge chin, almost as wide as his massive neck, thick with muscle, jutted out to match his swinging beard.

Harry gulped and looked down, unable to meet the Hunter's piercing green eyes, like cat's eyes illuminated in the dark. Kraven was getting nearer, so Harry looked down at his polished boots overlapping the lip of the wooden deck, mere yards from the Submarine's bulbous nose. He peered up and sniffed, as Kraven stood at the end of his Submarine's nose, holding Richard up by his collar.

"One Benefactor." Kraven chuckled, throwing the man like a rag-doll, crashing down on the wooden platform beside Harry, winded and groaning, spitting blood through the gaps in the boards.

"Not exactly inconspicuous, is it?!" Harry called over the roar of the Submarine and the water below. "That submarine?!" In response Kraven laughed, booming over the thrumming noise.

"I live off of whatever I can salvage, and this _beautiful leviathan_, incarnation of destruction was left to rust in Mother Russia's cold ocean hands. I saved her from the depths, and she saved me, allowing me to travel the world as a hunter should." He looked up at Harry. "...Untraceable, silent...A hunter killer." His eyes snarled, before he shrugged, his heavy Russian voice booming once more "...besides...I care very little for inconspicuous, I have nothing to hide." His eyes pierced Harry to his core. "I will be gone beneath the deep within minutes."

Harry looked down as Richard hugged his leg, grimacing. "P-Please." Richard begged, brokenly through shattered teeth. Harry shunned him off.

"How much do you want?!" Harry called, taking out his check book.

"I don't want your money, boy." Kraven swatted the air.

"Oh, come on, Everyone wants my money!" Harry scoffed. Kraven simply stared at the boy, lion in his eyes. Harry looked over Kraven's trophies, the rhino horns on his boots, the Elephant tusks acting as the spine of his lion fur collar, The huge bleached Lion skull as a pouldron over his sleeveless right arm, the necklace of many, many teeth, and the clothes of many furs. Harry gulped and nodded, setting the checkbook away in his pocket. "Well, what _do_ you want?!"

Kraven scoffed, grinning his tiger-like canines "Hah! _Spiderman_!" He roared, massive arms outstretched, shoulders like mountains, biceps like boulders, forearms like tree trunks. "Come to the web, and there you shall find the Spider. He's Hiding, but when his courage returns, so will he, and when _he_ rises again, _so will Kraven_!" The titan of a human chuckled, nodding to himself, huge hands slapping against his thighs. "You want to pay me?" Kraven scoffed, looking at the set of Richard's teeth on his necklace. "Stay well out of my way when Spiderman rises again." Kraven snarled, turning to walk away, back across the valley of riveted steel, fists clenched at his side, huge shoulders bobbing with his stride. Harry nodded and licked his dry lips, trying to bite back an unbelievable, incredulous grin. He looked down at Richard, gritting his teeth and grabbing him by the shoulders, dragging him along the wood, no where near as strong as Kraven.

"You've got some explaining to do!" Harry roared, taking the writhing man off the deck and throwing him in the waiting black limo, slamming the door shut. He looked over his shoulder as the Russian submarine turned away and sunk down into the ocean, not even a bubble left in it's wake. Harry struggled to understand or comprehend, when or how Gustav, the Gentleman, had vanished.

...

The New York Museum of History, a massive age old structure of lime stone and concrete, stands tall and bravado in it's own shadow, car's bustling by it with honking horns and blaring sirens. Flags of red, white and blue flicker and flap in the waves of cold air. Steps of solid granite and marble pave the path to the innards of this house of history.

Booths upon glass booths of historical items, important to America's growth or Humanity's past, litter the paths of this intellectual structure. Gore red carpets lather the floor and paint the room in a dark, warm rose glow. Silence fills the atrium and the rooms of history, a lone security guard walking through the halls, shiny black shoes clapping the floor and torch swiveling in his grip. With lunch time on the Horizon, the place was seemingly empty, especially on a weekday. His slick back grey hair and silver mustache coated his weathered face in a trust worthy and kind hearted aura. A slight smile on his lips helped to dignify this image of him.

With pressed black trousers, a security belt and a buttoned up pale blue shirt, he was a figure of authority in this building. He whistled a jolly tune and paced with his hands behind his back, heading to check on the museums newest exhibits. He slowly paced by the glass container holding the mannequin of pale green fabric. Atop it's shoulders, was the ripped and bullet hole ridden remains of Dr Curtis Connors' Oscorp lab coat, covered in specks of Lizard blood. A brief biography of the item sat atop a small screen outside the glass cage. The security guard tore his aged blue eyes off the Lizard coat and to the next glass booth:

Stood in a tall and proud mannequin, was the police uniform of Captain George Stacy, still stained with blood and bullet proof vest punctured with three talon holes. The man gave a stiff arch of his spine and saluted the booth, giving George his up most respect. A firm nod later, he took his gaze off the police uniform to the next booth, the newest entry to the Museum, recently all completed by a collector. The security guard's eyes widened, his throat ran dry and his aged hand dropped his torch, thudding to the carpet and rolling to his boots.

"Oh, I am so fired." He huffed, hands on his head as he studied the empty glass cabinet, seeing the naked mannequin, which once held the complete Spiderman outfit, webshooters and all. The man peered down at a web of biocables stretched out before it, a small paper note nestled on the web:

_I Owe You, _

_Your friendly neighborhood Spiderman x_

The Security guard gasped and couldn't help the grin spread across his wrinkled face. "He's back." he chuckled.

...

The black Van weaved between traffic, tailgating and slamming into Taxi's, intent on escaping the gaining cop cars, sirens blaring. One of the Goblin mask wearers leaned out the window and fired a Kalashnikov, gunfire rattling across Manhattan's skyline. People on the sidewalks screamed and ducked to the sides to avoid the flurry of random direction lead bullets. A spray of bullets doused the windshield of the nearest Police unit, sending it swerving out of control into the back of a Taxi at over fifty miles an hour, metal crumpling and contorting. The White cop car flipped up into the air and somersaulted through the air as the sirens let out a final yelp, before crashing down on it's roof, sliding to a stop atop a sea of spraying sparks. Steam plumed from the upside down engine block, higher into the sky as the other cop cars tried to swerve to narrowly avoid the wreck.

"Yeah! Hah-Hah!" the Goblin impostor leader at the wheel of the Van chuckled, weaving in and out of traffic, knocking wing mirrors off and trading paint with nearby Taxi Cabs.

"Hah, yeah, you see that Randy! You see that!" The other man, currently sat in the passenger seat leaned back in from the window, pulling the Kalashnikov barrel in as well, seating the rifle in his lap.

"Yeah, man! Hah-Hah, chaos is the game!" Randy chortled behind the green Halloween mask, twisting the steering wheel back and forth. "Show em-show em the big boy!" Randy laughed, slapping the passenger's hooded shoulder, pointing to the back of the van. The man chuckled and nodded his masked head, clambering over the the seat to join the others in the back, sliding over a sloshing sea of Dollar bills.

"It's time for the big boy." he chuckled, the other men nodding and laughing behind their own Goblin masks. they all dived into the moving pile of money and finally grasped the long thick rod of metal, pulling it up. they handed it to the Kalashnikov man, throwing the rifle aside with a clatter. He took the long tube and hoisted it over his shoulder, gripping the handle underneath. "Slide the door open." He nodded towards the Van's side door. They fumbled and listed to the door, inside the rapidly moving and weaving Van.

With a click of the switch and pull of the handle, the side door to the van slid open, cold air whipping by them. Dollar bills fluttered into the breeze, trailing out behind the rapidly moving van, which currently jumped a red light, horns blaring.

The Cop cars gained ground and neared the escaping Van, weaving past Taxi Cabs. The Cops in the closest Cop Car narrowed their eyes at the Van, seeing someone leaning out the side. "What is that?" One of them gasped. "Oh shit, is that a Bazooka?!" He screamed, trying to turn the cop car out the way. The Goblin impostor laughed and squeezed the trigger on the RPG, sending a jolt of recoil into his shoulder, a blast of smoke emitting from the barrel and the rocket tip blasting off towards the cops.

Suddenly, just as all seemed lost and that death was certain, the missile bearing down on them, heading for the brittle windshield, a swinging pendulum of white silvery cable and large steel manhole cover swung in front of the cars, hitting the missile and blowing it upwards in a brilliant eruption of fire and jet black smoke, a titanic bang erupting across Manhattan, sending seas of screams all the way up to Times Square. The Cop cars slammed to a halt as their brakes shrieked, just swerving into the intersection, all traffic ceasing. The Cops sat in the first of the Police cars caught their breath and tried to stifle the slamming of their hearts with quaky breaths.

_"You guys okay? What happened?"_ a voice on the radio shouted.

"W-We're good...what the hell was that?" the driver gulped, lungs still panting heavily. They looked up through the smoke fogged windshield and shattered glass to see the distorted view of a swinging silhouette vaulting overhead, casting black shadows over them. "I-Is that?" they both gulped.

The Van. The van of Obsidian color raced away from the lapping flames and billowing ball of resonating smoke, thickening upon the street they left behind. Siren yelps became distant and the sound of banging and crunching metal lead them to believe the RPG had done it's job. They swerved and listed the vehicle around another intersection, darting through traffic as it halted with screeching tires and blaring car horns. A sea of awes and gasps crashed over Manhattan as they all looked up at the swinging vines of silvery strands.

As the Van raced by the titanic Daily Bugle building, Jameson darted to his window, looking through the wavy smoke that flipped and rolled up off his cigar's ashy tip. His mouth went slack, cigar drooping slightly as the red and blue clad silhouette swung by the window, his jaw quickly clenching so hard it bit his Cigar in half, crumbling to the floor, teeth gritted hard.

"Front Page Headline, Ellen! Menace on the streets...again!" Jameson roared as he stomped back to his desk, thudding a hardened fist on the desk, hiding his slight grin at how he finally had something interesting to write about again, since sales in newspapers had dwindled.

The Van exited to the next intersection, scraping it's bumper along the grill of a swerving Garbage truck, tires squealing, leaving black trails of burnt rubber. The swinging silhouette looped up over the Van and disappeared behind a titanic wall of brick and concrete.

"Yeah, we got those cops good, you see that?!" One of the Goblin masked man chucked the spent Rocket Launcher into the pile of cash and slammed the side door shut, wobbling on his unsteady feet in the swerving van. The other men laughed maniacally, grabbing wads of cash and throwing them up over their heads. Randy twisted the wheel back and forth, weaving too and fro between cars, tires screaming against the tarmac. His breath was loud and heavy through the hot latex mask, sweat dribbling down his brow as he stared intently through the cracked windshield.

Nearby, people working in high rise office blocks ran to their windows, gasps crescendoing into a rhythmic rise of awe. Palms pressed to the glass as they all watched this red and blue figure dart by, feet running across the glass and brick wall, holding onto a long stretched cable. The figure leaped and dived towards the tarmac, firing another of these cables and swinging around the opposite high rise. The Office workers smiled with glee and cheered, fists pumping the air, some saving the video footage on their phones, uploading them to YouTube and Facebook, reading:_ Can't believe it, he's back! #Spiderman returns._

Within fifteen minutes, it was trending on Twitter, and thousands of other websites, the news spreading like wildfire through the kindling of the internet.

The Van swerved around a seven-eleven store, rear tires swinging round behind the vehicle and bumping up the opposite curb. The Goblin masked driver, Randy, peered to his left as he quickly righted the vehicle to a safer course, steering wheel spinning through frantic fingers. His dilated pupils flickered to the curbs and pavements, seeing all the shocked and scared pedestrians peer up at the sky, and mouth in awe, each one of the street goers smiling wildly, some cheering. Randy raised an eyebrow and gulped, putting his foot down further on the pedal, engine roaring with a gargle.

A shadow seemingly arched over the van's windscreen and dipped around the right hand side. Randy's gaze automatically snapped up to the peripheral as a red and blue figure disappeared behind a tower, covered in an exo-skeleton of scaffolding. Poles and wooden planks came together to form this cast of solidity around the weakened tower, undergoing repairs.

"Hah! Yeah, man! We're gonna make it!" the guys in the back laughed. "Nobody can stop us now!"

Suddenly the red and blue clad figure leaped across the intersection in front of them, his body twisting through the air before the Van, muscles constricting and writhing beneath the spandex. In his left hand was a long scaffold pole. He contorted through the air and pooled all his might into his wrist, bicep burning with adrenaline. He launched the scaffolding pole like a Javelin, sending it slamming down through the grill of the van like a knife through butter. The pole smashed through the engine block and snapped the front axle clean in two, the Van's back wheels coming up off the ground and vaulting head over heels, a cloud of steam rolling over the now upside down Van. The black vehicle crashed down on it's roof and slid to a velocity weakened stop just at the traffic lights, roof skidding on a sea of sparks.

This red and blue figure crash landed on the hood of a Taxi cab waiting at the left side of the intersection, flattening it and bending thin metal around his body. The suspension bounced and the windshield cracked, steam venting up through the grill's chrome teeth. The body contorted and bounced off the cab, skipping along the tarmac a few more times till he rolled over and dug both his flat feet into the ground, cracking it till he came to a slow knelt stop, right fist deep in the crackled concrete. People filmed with camera phones and watched in awe, gathered in the streets to watch this entity.

A Channel Five News Chopper clapped through the air and hovered high above the street, cameras aimed down at the figure. His red spandex head held low, almost to his chest, slowly lifted, revealing where the black rubbery webbing patterns meet at the nose, two huge rounded white lenses flaring at the overturned van. Shock and awe roared silently over Manhattan, people all the way in Times Square gathered and watching on the huge screens, footage shot from the News chopper. Mouths hung opened, some clapped shut as hands came up to cup their slack jaws.

The warped and distorted metal of the Van's driver side door clanked and banged as a desperate foot bashed against it internally. Steam rose from the underside of the engine block, the belly of the van upturned to the sky. Finally the busted door jutted open, swinging wildly on broken hinges as a hoodie clad body rolled out of the cab, coughing and spluttering through the Halloween mask. Randy staggered to his feet and tripped, tumbling back in a wavy, almost drunk line, a sub machine gun in his grip. Gunfire rattled off into the concrete as he stumbled, instinctively pulling on the the trigger. Golden shells skipped along the ground and he wheezed, standing up on unsteady feet. People gasped and screamed as he aimed the flailing gun back and forth, wildly.

"Yeah? Hah, _yeah_?! What brings you back from the dead, bug?!" Randy spat, voice muffled through the Goblin mask, the elastic strap around his chestnut locks fraying and tugging on the long hairs. "I asked you a question, asshole!" He roared, aiming the gun at Peter, who remained silent and knelt, staring masked daggers at him. Randy huffed and grit his concealed teeth, squeezing the trigger, gunfire rattling as the uncontrolled recoil made the gun jerk aimlessly. Concrete sprayed and crackled up in puffs of dust around Spiderman as the random trajectory bullets doused the ground, Peter not even flinching.

"Y-You think I'm scared of you!" Randy chuckled lamely. "W-Well I'm not, okay? I am not! The Goblin weren't scared of you, so neither am I!"

"No, he wasn't. But he's dead, and I killed him." Peter growled, groaning as he slowly stood to his heavy feet, fists clenching at his sides. "He was the devil. But you?" Peter scoffed, Spiderman head bobbing on loose shoulders. "You're just his fangirl. You ain't the devil incarnate! And you shouldn't wanna be."

"Why's that? Cos someone could finally see through the mediocre bullshit of this city? Who knew that chaos was the answer?!" Randy roared, lifting the MP5K machine gun to aim at Spiderman, his hands trembling, which Peter noted. Spiderman sighed and looked over his shoulder as the siren wailing police cars pulled up with a screech of rubber, smelting into the air, tinging his nostrils. Policemen clambered from their white cars and took cover behind the doors, pistols aiming through the rolled down windows. Peter looked back at the Goblin masked man.

"That man? What, you wanna be like him, seriously? Seriously?" Peter asked again, shaking his head at the idea, trying to be emotive through the emotionless mask. "Dude, you can be anything you wanna be, why him? Why that monster."

"Cos he believe in the idea of chaos, that getting rid of you would leave the city to _belong_ to chaos!"

"Well, I umm...I dunno if you noticed, but I _did_ vanish. Mid life crisis, identity crisis, blah blah, call it what you want, but I left!" Peter slapped his spandex chest, glove clapping. "He won. He beat me." He shrugged, wetting his masked lips. Randy stepped too and fro on the tips of his toes, cautiously. The crowds listened as silence flared loudly across the city, only Spiderman's voice echoing from the huge Time's Square screens. "He made me kill him, and I...I have to live with that on my conscience forever." He nodded, chuckling weakly and dryly. "You want the truth about your...your idol?" Peter looked at Randy, his mask lowering slightly, almost as if he was actually listening, despite the aimed gun.

"Truth is he was just some guy trying to survive, trying to find a cure, by any means...the wrong means. Whoever was on that Glider, whoever was in that suit, that monster...He weren't out for chaos, he was out to find a cure and live...for his family." Peter whirled round to the crowds, hands outstretched, the blue spandex on his inner arms bulging. "I'm not saying forgive him, hell I don't for what he did that night...but...just understand that _he_ wasn't out for chaos, the_ Goblin_ was, like this Looney tune!" He gestured to the masked man, the crowds erupting into laughter. Randy stiffened and aimed at Peter.

"Don't make fun of me!" He roared, spit splattering the inside of the mask. Peter stepped back and gestured his palms for him to calm down.

"Easy, I-I weren't making fun of you, okay? H-How about, you and I...we just go talk, yeah? Talk this out?" Peter tried to reason, slowly and cautiously stepping closer.

"No, no, y-you were making fun of me, I hate it when people make fun of me!" he roared again, his voice crackling. Peter winced at how stupid he'd been to insult this crazed gunman. Damn his overconfidence!

"Okay, okay, I-I'm sorry...I'm sorry..." Peter said slowly and gently, raising his hands. He wet his dry throat. He had to end this now.

"This is over, whatever you're trying to do, to convince me of, it ain't working." Randy lowered his left hand from the rifle and to his pocket. Peter saw the movement, his web shooters humming. "You can't negotiate a way outta everything."

Peter saw him pull the grenade - orange in color - out of his pocket. The cops aimed and cocked their guns, shouting orders, people screaming and running. The silence had shattered so very suddenly it caused a whine in Peter's ear. He quickly spun round to face the officers, hands outstretched.

"No! Don't shoot, I got this, stop!" He begged, waving at them to stand down. They ignored and kept aiming, so Peter spun back around immediately. "Stop, put the bomb down!" Peter begged. The other members of the Goblin enthusiast group were getting out of the upside down Van, finally. They eyed Randy, curiously.

"I pull the pin, and everyone here dies."

"Yeah, including you!" Peter shouted, slapping a hand to his Spandex thigh, wildly pacing back and forth.

"The Goblin was a martyr for his belief in chaos."

"Whoa, Randy what the hell, I thought we were just pretending to believe in that wacko, you know, a cover to do over those stores!" one of the Goblin mask wearers ripped it off his head, tossing it aside like it was on fire, shaking his hand with disgust. "Th-This is sick!" his sweat clad face contorted.

"You're an idiot, Walker. The Goblin revolutionized Manhattan, he righted the balance of this city! Everyone was so safe and carefree under Spiderman's care, that they got comfortable." Randy snarled at Peter, holding the grenade to his chest. "So, the Lizard failed, the criminals vanished, the people stopped locking their windows, and the fat cats made millions off of our stupidity, our blindness. The Goblin knew this, so he killed Francis Dalais, the fat bastard who bought out shares, who made billions off of us! Chaos had to happen, it had to." Randy hummed.

"What, you're gonna end your life, in the name of _chaos_?! Are you eff'n stupid?!" Peter roared. Randy scoffed.

"We all die sometime. Might as well wreak some havoc as I go, just like he did. He was so right, about everything."

"God damn it, your logic is so flawed, I-I don't even know where to begin! I wanna help you, I do, but you're talking nonsense!" Peter groaned. Randy chuckled weakly, closing his eyes, finger wrapped around the pin of the grenade.

"People _Believed_ in you, so they _mimicked_ you, to give people some _sense of hope_ while you were gone. The Goblin stood for _chaos_, and died for it, so I...am _mimicking_ him, _for_ him."

"I am not listening to this anymore, you nut-job!" Peter growled, turning and firing a Biocable to the grenade, pulling it out of Randy's grasp in under a second, his reflexes like lightning. He held it in his hand like an orange, looking at Randy as he raised his sub Machine gun. Peter quickly shot a web to that, and pulled it from his grasp, making Randy stagger. He caught the barrel of the gun and with a swing of his wrist, clattered the butt across Randy's cheek, knocking the lunatic across the floor. He fell back to the floor with a thud. Silence echoed for a moment until the entire street roared with applause and cheer, bar the police force, who still had stern faces as they marched over.

An officer knelt on Randy's back and handcuffed him, metallic clicks echoing midst the cheering. Peter dropped the gun with a loud clatter and held out the sloppily orange painted grenade to a nearby officer. He took it and stuffed it into a plastic bag. "Send this over to bomb disposal, now!" the Officer shouted to a colleague, Peter's masked eyes never leaving the back of Randy's head as he lay face down. They rolled him over and pulled the mask off, a man of no more than nineteen, long chestnut hair, sweat over his pale slim face. Peter's lenses eyed him as he grinned, being dragged away.

"Y-You lose Spiderman! Hah-Hah! You lose!" He laughed maniacally as the cops dragged him to the nearby police van. Peter looked down at the Goblin mask on the floor, cast in latex. "He lives in us! Y-You lose!" Randy laughed. A female police officer stepped cautiously to Spiderman, hands fumbling against her bullet proof vest chest.

"He's a schizophrenic psychopath, recently escaped from Ravencroft." She stated as the other Officers hauled Randy up into the back of the police Van, shutting the doors to stifle his laughter. Peter looked up at the brunette as she shrugged, dusting her hands of the maniacal, ill man. "Been trying to get him for weeks. Apparently he took a fondness towards that Green Goblin, but...that only helped him to fuel his craziness, I guess."

"Guy needs help, seriously." Peter said to her, turning away. "Schizophrenia can't be treated with a prison cell...but...he does need to be punished." Peter sighed. He began to walk away, before the cops turned on him, again.

"Hey! Umm..." Peter looked over at her, awaiting the handcuffs. "The force is still divided on...what to think about you, but...that, right there? Looking for a harmless way to end it? Kinda proves you're the good guy, right?" She smiled at him, a brunette lock falling from under her cap. "Just...know that...most of us...we're really sorry we judged you."

"Thanks." Peter mumbled, nodding more to himself than her, fists tightening and slackening at his sides. "Yeah, umm...thanks."

"No prob. It's good to have you back." She beamed, tucking the lock behind her ear. Peter turned to leave.

"Hey wait!" An Officer ran over, running a hand through his silvering hairs, panting. "We gotta take you in, Spiderman."

"No, you don't." Peter said simply as he shrugged, quickly turning and running up the front of a cab, leaping into the air and slinging a web to the sky, swinging across Manhattan. "Cos I'm your Friendly Neighborhood Spiderman! Wah-hoo!" he hollered above the cheering crowds. The Officers sighed, her one affection, his one, a grumble of defeat. While the force was divided on their thoughts for Spiderman, who he was and why he was, it was relishing to know that at least some of them, saw and knew that he was good, and that he was back to help.

...

Gwen sat uselessly above Peter's bed, running her fingers across her Biology book, fingertips hooking and sticking to the paper as she turned the page. The words never sunk into her mind as she read the same sentence over and over again, just a jumble of letters. She huffed and dropped the book to her thighs with a slap, staring at his window, curtains billowing lightly. From her position on the ceiling, currently upside down, thighs sticking to the plaster, she eyed the inverted window, her ponytail falling upwards towards the floor.

She could help him, hell now more than ever! Why was she sat here, using these new abilities to...sit on the ceiling and flick through pages easier?! Her new found abilities could save him, hell, the old Gwen did it without them! She jarred from her thoughts as the spandex clad boy in question clambered through the window, pulling the mask off his head, feet landing silently, gracefully.

"Ah, gotta teach me to do that." Gwen nodded, an impressed crease to her lips. Peter jumped at her voice and peered around the room before settling on her upside down in the corner. He sighed with relief and grinned a laugh. "Seriously, _so_ many times I've been up too late, or woke up at midnight and got - you know - caught creepin about." she rotated, one hand's fingertips sticking to the ceiling as she flipped over, legs dangling over the bed and book hugged to her chest with her other hand. She dropped and bounced gently on his bed, smiling happily at her dismount. She flopped down onto the edge of the bed, her rear bouncing on the spongy mattress.

"You a midnight snack kinda girl, huh?" Peter laughed as he set his rucksack down, smiling as he reached over and gripped her fingertips with his, pulling her up to her feet by their Velcro-like fingertips alone. She stood before him and sunk into him, arms coiling around the nape of his neck, humming as she gently kissed his lips. Peter moaned as he sunk into the warmth of her soft lips on his, running his hands up her back, smoothing over the cotton of her top. She peeled away, smiling.

"Well, I mean, who doesn't love a stack of Oreos at midnight?" Gwen whispered to him, enjoying the closeness. "So...how'd it go?" she asked, huge green eyes bearing up into his brown does. Peter sighed and rubbed his neck, shrugging.

"It...It went okay, I guess. Got those Goblin guys." he nodded to himself, wetting his lips with a flick of his tongue.

"Yeah?" Gwen smiled.

"Mmm hmm, yeah." he nodded. "yeah, yeah, they're done..." he huffed and looked into her eyes. "Turns out they weren't interested in worshiping the Goblin-well, not all of them anyway. They just..wanted a way to rob stores, and get away with it." He groaned, Gwen stroking his cheek with the raspy pad of her thumb. "...but...Gwen, the guy in charge...he..he's a Schizophrenic." Peter huffed, eyeing her softly. Gwen tilted her eyebrow.

"Seriously?"

"Mmm, yeah. H-He was gonna blow himself up, and all of us with him, because he _believed _in the Goblin." Peter spoke in barely a whisper, cheeks rising under hurt eyes. "Gwen...I..." He huffed and tried to formulate the words, gulping and licking dry lips. "Why can't he just leave me alone? Even-Even in death, he's hurting me still, he's haunting me...D-Did I...that night, did I end it the wrong way?" he croaked, bumping his forehead to hers.

"Hey, hey..." she stroked his cheeks, making his pleading brown eyes looking into her firm green ones. "This is not on you, so _don't_ you dare try and make it that way, okay?"

"But what if I hadn't killed the Goblin, people like that guy back there...they wouldn't be martyrs for him!" Peter sighed heavily as Gwen held his cheeks, making him stare at her.

"God, Peter, what if you hadn't killed him? He'd still be wrecking this city, and hurting people, right?" She said, self explanatory. Peter licked his lips and nodded.

"Yeah, yeah...yeah, I know." he whispered. "I know, I know, but-"

"Ah!" She cut him off, fingertip on his lips, her sticky spider print tugging on the soft red skin. "It's...it's like religion, there are always gonna be people who try to carry it on, to keep the idea alive, and...and you can't stop it, you can't fight it." she said in her deep husky voice, rising a few octaves to bore the fact into him. He listened to her intently, tilting his head in her hands to kiss her palm. "But you _can_ stop the people, you _can_ fight the people...and that's what you do..." she lowered a hand to trace the spider pattern on his spandex chest. Her eyes looked up into his. "Cos it's who you are. You're their Spiderman, and my Bugboy." she smiled warmly.

He smiled and wrapped his arms around her, hugging her tight, burying his face into her hair, sniffing her intoxicating scent. "Mmm, thank you. Thank you, Gwen." He gave her a quick kiss on her fringe.

"No problem, Bugboy." she smiled, kissing his neck, just above the spandex. He reeled back and huffed, stroking his thumbs up and down her upper arms.

"Sorry I had to ditch you back there."

"I'm glad you did...you had a job to do, right?" She smiled, shrugging. "Just glad you got some belief back in yourself."

"I didn't...at first anyway." He held her arms lightly, kissing her nose. "No, no, it was you. You gave me my hope back, belief...i-in myself. I can never repay you for that, for being so...understanding." He whispered between light kisses to her cheeks. Gwen beamed and just managed to pinch his lips with hers.

"I'm glad I could help."

"You always have." He smiled, hugging her tightly. Gwen sunk into his hold and ran her fingertips along his neck, feeling his skin stick and drag under her fingerprints. Peter sighed loudly, Gwen feeling his chest rise heavily and fall sharply. He reeled her back before him, smiling weakly. "_We_, had better get back to school." he grinned as her eyes bolstered wide.

"Argh, crap, school!" she winced, quickly picking up her books and shoving them in her bag, grumbling to herself. Peter sat down heavily in his desk chair, spinning round a few times. Gwen froze and looked up through her fringe at him. "What are you doing, come on, get changed!" She whined through a laugh, throwing a pencil at him lightly. He chuckled and caught it, fiddling with it.

"I umm...I still owe you ice cream...kinda got ruined by those weirdos."

"Uh huh, just a bit, now can we go, we're gonna be late!" Gwen whined, bobbing on her toes. Peter lifted his rucksack and peeled the zipper open, smiling to her. Gwen huffed and rolled her eyes, unable to hide the smile.

"Hope you like Strawberry." he grinned as he offered the small tub of Ice cream to her. She smiled and chuckled, shaking her head.

"What, this is your plan to keep me interested? Bribe me with ice cream?" she chuckled, grinning despite herself. He shrugged and licked his lips, getting up from his chair, free hand finding it's place on her hip.

"If it works." he chuckled. Gwen looked at the ice cream tub, looking at him with content eyes.

"Nah...I guess I'll just have to love you instead." She smiled, nose nuzzling his nose, smiles on their lips. He just brushed his lips to hers and she quickly looked away at the ice cream, tapping her chin. "Actually, the ice cream's a better bet." she grinned. Peter chuckled widely.

"Oh yeah?"

"Oh yeah." she nodded furiously, as Peter laughed louder. "Yeah, I mean, it's Ice cream, come on."

"Decision kinda makes itself doesn't it." Peter nodded. Gwen nodded just as fast.

"Oh yeah, yeah definitely."

Peter laughed and hoisted her up in his arms, Gwen yelping and giggling as he threw her down on the bed, both rolling and laughing, tickling one another, completely lost and indulged in one another.

...

N.Y.P.D H.Q:

Paulie huffed and rubbed his chin, wishing he hadn't run the tests on the hair samples Danny had given him. He wished he hadn't done it, for the size of the hole it'd tear in the Stacy families lives. Paulie groaned and leaned back in his seat, rereading the same line over and over again, hoping the outcome would change, but it just wouldn't.

It would destroy Gwen, it'd rip their family apart, had he gotten so deep into their warm comforts since George's demise. Danny would go ballistic, he may even go rogue and attempt to kill him himself, for he believed, truly, that Spiderman had killed his best friend George that night, for he was the last man to see him alive, webbing found on George's shirt in the forensic. No, despite the talon stab wounds to his chest, He believed Spiderman had been more involved in this, and Danny had to get the last remaining man standing from that fight atop Oscorp tower into custody. And now, thanks to the hair sample found in Spiderman's mask, and the hair taken from Gwen's boyfriend's jacket, it finally came full circle, the end was in sight...

Peter Parker _i__s_ Spiderman.

* * *

**Author's Notes: Aww, I love writing Spidey-Gwen and Spidey-Peter fluff! Can do some really unique romance stuff when they both have powers. Hope you all like how I'm handling it, cos I am really nervous as to how it's going! **

**So, it's climbing in tension I hope, the next chapter will be crazy, I mean really crazy. So much is gonna happen, so much will be explained, I hope! Anyway, I'd love some feedback from you lovely guys and gals on Kraven, and what you think of the direction he's going. I need your help! :) Anyway, have a good night, and rest well. Love you all! - Dave**


	24. You'll be dead in five

**Author's Notes: Hey guys, another update, a long one. Hope you are all still enjoying, cos I do love hearing what you all think, even the littlest of words. This chapter, things go down, really go down. A lot of focus on Danny at the start and more on Gustav Fiers, the Gentleman. Then the second half features Kraven and Spiderman! Hope you all enjoy, and please don't forget to review. Haven't heard from you guys in a while! Love ya, and sit back and relax! - Dave**

* * *

**Chapter Twenty Four: You'll be dead in Five**

**...**

_"A Spider within it's web is indescribably powerful, almost unstoppable. Capability unbound, as they themselves have wound every inch of that terrain, they know every strand, exactly how long each cable of silk is, they are kings of their domain, because they themselves forged every inch of it. But, take a spider out of it's home, out of it's web, and thrust it out into the unknown, with no way to know every inch and predict every movement, and they are as weak and as feeble as dust in the wind. That is the only way to truly defeat the Spider, to see what they are truly capable of, in the face of their adversary." - Kraven_

_..._

Huh, umm...wow, yeah where do I start?" Danny chuckled weakly, settling uncomfortably into the stretched out leather seat of his psychiatrists office. The man sat opposite in a black leather armchair, legs crossed and a notepad in his lap, pencil poised in his aged fingers, graphite tickling the paper. His goatee, jet black, and silvery hair furrowed and curled slightly as his lips contorted into a confused yet understanding smile. Danny huffed and ran a hand along his longer blonde hair, roots fading into a brownish chestnut where they meet at his crown, whirling and funneling down into a hurricane of locks. "Okay...well, I guess I should start at...the umm, the day I lost my leg, yeah?" he looked from his prosthetic up at the man, unsure of what to do in this sort of situation.

"Daniel, I am hear to listen to whatever you want to talk about, and then...we'll go from there, see what's been troubling you, okay?" the man's low yet soothing voice calmed him, leaning forward to gently pat Danny's shoulder.

"Thanks...yeah, Sarah-my wife, you know, George Stacy's sister? Yeah, she umm, she got me to come to this, said I've been distant, vague, fixed on one thing a-and that's it." he shrugged, leather creaking.

"You think that's true, Daniel?" The Psychiatrist asked, pencil tip pressing under his bottom lip. Danny eyed him, mouth parted as he searched for the words.

"Y-Yeah, I guess...I guess I have been." he sighed, rubbing his face.

"Right, let's go back a second, and talk about...you wanted to talk about your injury, correct?" The man in the seat asked. Danny huffed a cooling breath and nodded, propping on his elbows to look at the metal leg sticking out of his right shorts leg. Opposite it was his pale flesh and muscle leg, covered in fine blackened hairs, and accented with an array of small cuts and scars.

"Yeah...okay...my leg. Well, best place to start would be the day it happened, I guess." Danny huffed, shutting his eyes and letting the memoirs run through his mind, gunfire rattling behind his cerebrum, grenade explosions crackling up and down his spine, tingling his skin, the cries of anger and betrayal among his men. "It was in Afghanistan, years and years ago. Every day we were in some kind of firefight. This one day, man, I remember it so well." he chuckled weakly, laying his head back down and shutting his eyes, hands folded over his chest.

"On Patrol outside our base, headed towards a small town, a group of three Humvees. So, we're heading into town, and all of a sudden...my world just get's turned upside down..." he groaned, feeling what was left of his knee throb. "Yeah I umm...our convoy got IED'd and blown to hell. My leg was sever-severed by a umm...a piece of shrapnel. I blacked out...and when I woke up...I-I was in hospital...and my fellow soldiers...my brothers were umm..." he bite his knuckle and took a shaky gulp. "They were de-dea...can we stop talking bout this please?" he sniffed with glassy eyes. The Psychiatrist gave a sad and sympathetic smile, rubbing his goatee as he nodded.

"Of course we can. Let's umm...let's skip ahead to your recent troubles, yes?" the man said gently, scribbling on his pad. Danny wiped his eyes and nodded, sniffing again and stemming himself with a cold gulp of air, a heavy look of...regret, in his eyes.

"yeah, whew, yeah okay...okay, so...umm...You know I married into the Stacy family, right?"

"Yes, Sarah."

"Mmm, yeah that's her. Well, George's daughter, Gwen...she's umm...she's dating this guy who I..." he stopped himself and knew that this kind off information needed to stay within the confines of his own head, lest Peter find out about Danny's accusations. Given his own history of making deals with the devil, that being the Goblin, all in an attempt to rid the city of Spiderman via framing him and to devise a regenerating cure that could help both of them...given Danny's lost leg, he would come across as no better than Peter Parker, and his reputation would die, meaning he would need to vanish and change names again.

When his old life, Andrew Church, died in Afghanistan along with his fellow soldier brothers, he went AWOL, changing his identity to Daniel Lugo, and making Andrew Church a permanent tag on the wall of KIAs. Danny's history was a complex mess, but that was something he could never begin to explain.

"He's umm...not right for her, you know?"

"Abusive?" the Psychiatrist jumped to a conclusion.

"God no, not to her, no he thinks the world of her." Danny defended.

"So...what's the problem?" The Psychiatrist chuckled weakly, shrugging in his seat. Danny licked his lips and sighed.

"He's just...got a bad history. He's umm...he goes out at night and causes havoc..."

"So, he's a delinquent? Drug dealer?"

"Well, no, m-maybe, but...I dunno, just...he's not right for her." Danny rubbed his face. "I'm just trying to look after George's family for him, you know? I-I don't know how to do that if this Peter kid's putting her in danger."

"Sound to me, like you need to talk to this kid, and give him the benefit of the doubt maybe. Is he still out causing mayhem?"

"N-Not as of...recent." Danny mumbled. "He's been spending a lot of time with Gwen..." He smiled to himself. "Haven't seen her smile that much in months."

"So, maybe sit Peter down, talk with him. If you're going to live in the past, Danny, and view the world as it was back then, then you're never going to see it change, see the people in it change." the Psychiatrist talked with such raw passion in his voice, Danny began to thaw.

"What are you saying?" Danny grumbled, rubbing at the cylindrical piston in his mechanized leg.

"I'm saying...maybe give Peter a chance."

Danny sighed and eyed his lap, eyes darting back and forth in deep thought.

...

"Peter stop, seriously!" Gwen chuckled with a whine, grumbling at the blindfold currently across her eyes. "God, what are you doing?" she growled despite her smile as the wind whipped by and around her, blonde hair flowing in the breeze, tickling against her cheeks. Her heightened senses rung in her ears as her loss of sight made her rely on all of her other senses. She licked her lips and tasted the cherry chap stick, stronger on her tongue than normal. A deep sniff of her nostrils took in a concoction of metallic tinges, along with the scent of smoke, gasoline, even picking out the faintest of twinges of ground coffee thrown into the cocktail that attacked her senses.

Her ears prickled and tingled as sounds from a three-hundred and sixty radius around her assaulted her ears, sirens blaring, horns wailing, all these overlapping sounds morphing into a chorus that she came to know as the theme of Manhattan. She jumped and shivered as she felt a pair of hands smooth up her upper arms, stroking her pale creamy skin, so softly and gently, she knew it only to be him. He kissed her ear and whispered above the other sounds.

"Hey, you're the one who wanted to understand all this...stuff better, right?" He whispered, Gwen shivered at his tickling lips on her ear lobe. "You feel your senses heighten to like...like, supersonic levels?" he hummed, and Gwen nodded, licking her dry lips. "Yeah? Well, that's cos your lack of sight, has meant your body-

"Is compensating for the lack of one sense, by heightening and strengthening the others, a defense and survival mechanism." Gwen finished, shrugging. Peter chuckled, and she could feel his grin against her ear, his hot breath tickling her.

"Well, _top of her class_, you have the great honor of experiencing even higher senses now." He kissed her neck just below her ear and slowly walked round her to stand in front of her, and despite her pitch black vision, Gwen could...feel him, and hear him, smell him, all of these forces came together to paint a faint image of what she couldn't see onto the inside of her eyelids, in what could only be described as an electrical outline, fuzzing and fizzing.

"Spiders compensate for any lack of a sense, by extremely heightening the others, it's why they're so sensitive to the smallest of movements on their webs, yeah?"

"Yep, yeah, I'm with ya." She nodded, huffing.

"When mixed with human DNA, I umm...yeah, I guess that makes all our senses even stronger and rely totally on one another, so when we lose one..." he lifted a finger to prod her button nose, and she slowly reeled back, as if she could see it. "All the other senses band together, and make up for it."

"Whoa...so...I lose eyesight, and my other senses make a...a kind of a copy?" she tilted her head, licking her lips. Peter shrugged.

"Well, Kind of, I guess, i-it's all theoretical right now, I mean, you and I are the only two Human-Spider genetic crosses in existence. Kind of hard to find something on the Internet to back it up."

It's so weird...like...I-I can kinda see your outline with my eyes closed, kinda creepy." she chuckled, reaching a hand out to land on his chest. She looked down at her palm on his chest, seeing all the multicolored fuzzy dots in her closed eyes mapping out her arm and forming a faint image. "Whoa...this is...crazy."

"I know right? I had a hard time understanding Spider senses when it first happened to me, kinda why I messed up and Connor's got me across the chest." He mumbled, looking down at his chest, T-shirt and her hand pressing against the paling scars. "But, I trained myself to hone them, you know? Sat in the dark, absolute silence, sometimes a blindfold, and strengthened my senses." he smiled at her.

"Hah. You worked out your senses. Got buff Senses." She laughed quietly to herself.

"Really? Buff senses?" He laughed and Gwen shoved him with her fingertips, withdrawing her hand, trying to hide her laugh and blush.

"Shut up, I-I couldn't think of something." she crossed her arms. He smiled and stood closer, hooking his fingers over her blindfold and slowly lifting it up off her eyes, revealing those two huge round saucers of gorgeous clarity white and vivid strands of green within her bright irises. Her pupils constricted and she squinted as the sunlight hit her.

"So, where are we? When you whisked me away for a swing, you kinda forgot to tell me, you just blindfolded me-" She gasped "-you kidnapped me." she shrugged, nodding at him and crumpling her button nose at him. Peter laughed and shook his head to the floor, walking over to her, wrapping his arms around the small of her back, kissing her nose. "Mmm, I can live with being Kidnapped, _only_ if it's by you."

"I can live with that too. So, wanna know where we are?" he asked energetically, Gwen raising an eyebrow. He eyed down below, and Gwen became very aware of the horns and sirens again, the monotone chorus of overlapping engines. She peered down and gasped hugging onto him tighter, blonde hair fanning across her eyes.

Currently they were stood atop the Brooklyn Bridge, a colossal construction of intertwining metal girders and beams, all held to create the straight spine from shore to shore by hundreds of thick metal cables. Thick trunks of concrete and metal stand their boots into the deep frothing water of the glistening river below, lapping and licking at the grey cement. It was certainly an immovable icon midst this huge city.

Gwen looked at him with huge round eyes. "W-We're standing on top of-

"The world? Nah, just the Brooklyn Bridge. Nice, right?" he grinned that same Cheshire-Cat smile. Gwen thumped his shoulder but couldn't help but laugh. He sobered and took her hands. "I just...I wanted to do something really special with you today, make up for all the mess I've caused." he shrugged bashfully, licking his dry lips, windswept hair ruffling in the breeze. Gwen smiled sweetly and pecked his lips softly. He looked up at the rolling black clouds of noon. "Though, maybe I could have picked a better day for it." He chuckled weakly. "I know how much you love the Brooklyn Bridge, so-"

"You didn't have to..."

"I wanted to, I did, I wanted to..." He nodded to himself, shrugging. His Brown Doe eyes lifted to meet hers. "I love you Gwen, and I'll always blame myself for giving you these abilities..." he sighed and Gwen opened her mouth to once again correct him. "But, looks like you've come to terms with it faster than me, a-and it's your body, your choice so...I dunno, I'm rambling aren't I?"

"A bit." she giggled. "No, Peter, it's not your fault, you gave me blood to save me and it worked. Sure, the powers being passed to me was a weird and freaky side effect, but honestly, I'd rather have these abilities than be in a Coffin."

"Don't. Please don't say that." He mumbled, closing his eyes tight and shaking his head. "I've had to sit through nightmare after nightmare like that for months now."

"Sorry. Just...stop blaming yourself, okay? Seriously, hey!" she gripped his chin and made his falling eyes snap to hers. "Stop Blaming yourself, got it?"

"Got it." he chuckled. "As long as you're happy, I'm happy."

"More than happy." She hummed, wrapping her arms around his neck and deeply, passionately kissing him. The moment began to heat between them, desperately pressing their bodies tighter together, her hands lost in the thick locks of his hair, tugging lightly, eliciting a moan from him. He lifted his top lip and pressed it above hers, suckling on her swollen pink lip. She hummed and finally peeled away, both panting and studying each other, noses pressing, tickling one another.

"I love you. I love you so much, Gwen." He mumbled into her cheek, kissing her soft skin. "God, I love you so, so much."

"I love you too, Peter, and nothing...Nothing comes between us now." she beamed, hugging him tighter, Peter smiling as he pressed his face into her neck. Peter kissed her pale skin and sighed happily into her neck.

A ringing in his ears, a high pitch whine that hummed up and down his quivering spinal column. His hairs stood on edge, he could hear the baffled and confused voices of all the onlookers in his ear, high sensitive senses pinging like sonar. Gwen reeled back out of the hug and her confused eyes landed on his. He looked at the faint raised hairs on her smooth arms.

"You too?" he asked, and Gwen licked her dry lips nervously, nodding.

"Yeah, yeah I-I feel it too...god, it's a weird feeling." She groaned, blinked hard to adjust to the senses in overload. Both of them could feel their eyes drifting over to the widest part of the massive river, searching for something unseen. Peter and Gwen stared at the same spot out in the calm blue water, and watched as it began to froth and boil.

"You...umm, you seeing this?" he whispered, eyes hardened on the distant maelstrom of frothing white water. Gwen nodding and gulped, hair billowing across her eyes in the sharp winds.

The water began to lift and drop, rising and overlapping, churning and writhing like restless bodies under bed sheets. Slowly the silhouette of something huge began to push up from below, becoming more and more prominent as it slowly drifted along the banks of Manhattan. Peter and Gwen looked on as thousands of people flocked to the coastal edges of the city to watch in awe, as this whale of steel breached the surface. Long pointed fingers of metal rose first, cutting through the water like knives. The sonar radar towers sliced through the soft skin of the water, groaning as it split the sea waves in two.

Shock and Awe stained the cities dank air, as onlookers flocked to the handrails, watching this huge dorsal fin of riveted steel rise up and push onwards through the water. The hulking hull of the rusted behemoth rose up like the jaws of a titanic leviathan, lifting out of the water with a metallic growl, only to drop back down and splash thousands of liters of water up into the air, spraying down over the city's border.

The huge faded Soviet red star on the side made eyebrows crease and raise as the huge Submarine floated through the empty docks. The Statue of liberty stood tall and oblivious on the horizon, as this leviathan of Russian metal began to swim beneath the Brooklyn bridge, titanic in size, foaming streaks of waves left in it's wake.

"Wha..." Gwen muttered in shock as they looked down through the skeletal steel of the bridge to see the massive shark of metal stalk through the waves below, disappearing under the Bridge's tarmac roads, cars screeching to a halt, people flocking from side to side to watch it pass underneath. "Peter, what is that? Is that a Russian Submarine?"

"I...I think so, I dunno...what is going on?" he asked, more to himself.

"It's old and rusted, it's not a current serving submarine." Gwen shook her head, shrugging as her large green eyes swallowed in the view of the huge submarine heading deeper down the river, passing beneath the bridge under foot.

"No...it's not." Peter said, throwing his rucksack off and pulling off his clothes, red and blue Spandex beneath. "I swear, I put the suit on again for five minutes..." He trailed off in mumbles, pulling the mask over his head. He pressed down on both pads of his Web shooters and they sprung to life. Gwen grabbed his wrist, his masked eyes landing on her.

"You know I'm coming with you, right?"

"No, nuh-uh." He shook his head, grabbing her around the waist and swinging down on a cable to the bridge below. They landed with a thump and Peter gently gripped her shoulders as confused and scared bystanders ran by them, some abandoning their vehicles.

"Peter, I can help you!" She growled, and he shook his masked head, walking by a car with it's hood up, a car that had broken down but apparently been half way through a repair when chaos ensued. Gwen caught up to him, thigh high boots clapping. "Hey, Bug-face, I said I can help you, I helped stop Connors, we don't even know if this is an actual threat!" she gestured to the huge sub below as it waded on through Manhattan waters. They both ignored the panicked cries of Americans as they ran past.

"It's World War Three! The Russians have come to finish us! Run!" A man screamed as he ran passed Peter and Gwen, seemingly not noticing the man in red and blue Spandex.

"Exactly Gwen!" Peter whirled round, voice slightly muffled by his mask. "We don't know, so until I do, you are gonna go home, and stay safe." he ordered sternly and Gwen just crossed her arms, sniffing bravely and shaking her head.

"Nah, I can help you, I am _not_ going to go home and watch this go down on the news, alright?" Peter stared at the bravado woman of his life and finally broke. He huffed and shook his head, gesturing to the car hood.

"Fine. Get the hood, you drive there." He thumbed to the car. Gwen nodded and walked to it, her fingers just touching the metal when Peter shot two thick globs of webbing onto her hand, immobilizing her. She stared daggers at him from her stuck position.

"Sorry, I love you!" he called, running through the crowds and leaping off the bridge, swinging across the river.

"PETER!" Gwen shouted, eyes popping wide and her free hand coming up to cup her mouth, hoping nobody heard her. She huffed and dropped her hand with a groan, looking at her other hand stuck to the car hood.

...

Paulie steeled himself with a gulp of cool air, shaky hands clammy at his sides. Gripped tight in his sweaty and clammy left hand was the results from the DNA test on the hair samples. Now they knew that Spiderman was Peter Parker, that Gwen Stacy's beloved boyfriend was the vigilante. Danny was going to start asking questions soon, he had no choice but to hand over the results and pray for his rage to be containable.

He smoothed his hand down his chin and gulped, before slapping on the fakest of smiles, marching into the Office, smiling overly happily to the other officers.

"Mornin' Paul." A nearby Officer grinned, waving a single raise of his palm. Pauli gave a weak chuckle and nodded back, maneuvering his rotund torso round them and towards the man sat eerily still at his desk. Paulie stared at the back of Danny's head, eyes down into his lap, fingers brushing over the tops of something flat. He raised an eyebrow and slowly approached.

_"Andrew, stop! Your mission's failed, stop! __argh!"_ the familiar voices muffled and reigned across his cerebrum, rattling of gunfire echoing at the base of his spine, like two icy cold fingers flicking at the vertebrae's bony ridges. Danny's eyes continued to stare down at the photo of his old Squad from Afghanistan. _"Andy, what are you doing?! Put the gun down!" _

_"Damn it, why ain't you..." _Danny shut his eyes tight, fighting back tears as he ran his right hand along the trouser leg coating his mechanical knee. _"Andrew, no! NO!"_

_"What went down out there, they will never forgive, Andrew. People are going to want your head, so I am giving you a way out...change of name, address, everything...fresh start. Andrew Church died in Afghanistan, so what is your new name going to be?"_

"Danny?" Paulie's voice broke through the warfare memoirs, Danny sniffing sharply and looking up with a snap at Paulie. "Hey man, you okay?" he asked tenderly. Danny softened and huffed, running a hand down his face, fingertips shaking.

"Nah man, nah...it's...today's the umm..." he pointed desperately at the photo in his lap, biting his knuckle. "Anniversary...of when I..." then he thumped a fist on his metal leg. "Damn mine got me."

"Oh...oh sh-I'm sorry man, I'm sorry." Paulie sighed, rubbing Danny's shoulder. Danny smiled weakly and shrugged him off, patting Paulie's knee.

"So..." He lightened up with a sharp breath. "What's up?"

Paulie gulped and pulled out the folder. "Can't delay this any longer." He huffed, shaking his head. Danny raised an eyebrow and his small smile vanished.

"What's wrong?"

"I ran that DNA scan on those hair samples..." Paulie choked, clammy fingers sliding over the folder in his grip. "God, I-

"Paul, what is it?" Danny snapped. Paulie looked into his fiery eyes and sighed heavily, slowly offering the folder. Danny took it sharply and flicked it open.

"D-Danny, look, I'm sure he can explain, gotta be a reason he kept it from you guys-"

Danny flicked through the pages and Paul could see the gears churning in Danny's mind. His eyes flared and he grated his teeth, before slamming the folder down on the table.

"I knew it!" He roared, smashing his palm on the desk. "Goddamn it, I knew it! I trusted that kid, I trusted him!"

"I know, I know, but-"

"I let him into my home, and the whole time he knows what happened up there on Oscorp tower, he knows!" Danny spat, wiping his lips with a sharp swipe of his wrist. "He knows!" he roared, fists tight at his side. Every single eye in the office fell on Danny as he flipped his chair and stormed out of the room. Silence echoed as soon as the door slammed.

Paulie huffed and quickly got up to run after him, grabbing the folder too. He pushed through the door and panted as he jogged after Danny. Danny was in much better shape than Paulie, and even with an artificial leg, he was faster.

"Danny, stop! What are you gonna do man?" Paulie begged. Danny stormed down the staircase and Paulie wheezed behind. "Come on, he's a kid!"

"No! He's a kid who knows exactly what happened up on that tower, who messed up my chance! What happened, huh? I-I mean, he's with Gwen, then George dies, and what, he abandons her? Then they're all pally again? What the hell went down with Connors!"

"Look, let him explain, he can, I know it-"

"Shut up defending him! The whole city defends him!" Danny growled, scoffing. "That son of a bitch not only knows exactly what happened with my best friend, but damn it, he cost me a chance at freedom." He grumbled, turning the corner and smashing his palm to the door as it blew open with a sharp swing. Paulie followed, breathing heavily.

"What?"

"Freedom...from this." Danny gestured to his cyborg limb. Paulie sighed and looked at Danny's growling face. "I-I had a shot, at regrowing my leg, man!" Danny hunched over as his emotional words spilled. "I had a shot, and he ruined it!"

"What are you talking about?" Paulie asked, slightly scared of where this was going. Danny looked back and forth at the array of parked squad cars in the underground car park of the N.Y.P.D H.Q.

"I made a deal with the devil." He shrugged, scoffing at himself. "And I know, it is ironic and prejudice as hell to blame Parker for what happened up there, but...he knows, how come Connor's and George are the only one being punished?"

"Wha-Devil? What?" Paulie gulped. Danny licked his dry lips and eyed the tarmac.

"I helped the Goblin." He scoffed, eyes wet. Paulie reeled back and dropped the folder, gasping and hands finding the back of his head.

"Ah, Christ!"

"I had no choice, I needed this!" he gestured to his leg again. "Sarah, sh-she's pregnant man, and..." He bit his knuckle. "Do you know how it feels...to know that I'll bob my baby, my kid on my knee and not feel a thing?!"

"You've got another knee, you lunatic!" Paulie roared, spittle on his lips. "Bounce the kid on that!"

"That's not what I mean! I-I don't want this limitation when I've got a kid of my own! I don't wanna hear my kid ask why I'm different form his friend's Dad!" He sniffed, wiping his nose. "You don't know what it's like, waking up and being unable to just step outta bed, cos you gotta strap this thing to a stump of what used to be your knee!"

"So you frame a hero and collect the reward." Paulie scoffed, shaking his head. "Jesus Christ, what are you?" He turned away but turned back, pointing accusingly at Danny. "You know, I hope you can live with yourself, when you've got two perfect legs, cos heaven forbid your conscience is in one piece!"

"Paulie, I made a deal with a devil...but I never said I made it with the Goblin." He huffed. "I said, I helped him."

"So, what, who'd you work for, huh? Who promised you this cut of the deal, huh?!"

"I did." A voice echoed with a grizzly tune. Danny sighed and Paulie turned to the shadows, as a silhouette with a tall hat stepped out from the shadows. Paulie licked his dry lips and squinted, trying to pick out any kind of features on the black cast figure.

"Who the hell are you?"

"Calls himself the Gentlemen. Told me about what the Goblin was after and offered me a cut of the Extremis project, if I helped frame Spiderman and take him down." Danny said guilty, eyes low to the ground. Paulie scoffed and shook his head at Danny.

"Well isn't this a morning of many firsts?" He snapped.

"I am merely trying to help this soon to be family man." Gustav chuckled, his leather bound shoes clapping, echoing around the concrete cave. "You see, we have plans for Peter Parker, I need what he has, what he is." Gustav chuckled, keeping to the shadows as he paced, hands behind his silhouetted back. Paulie watched him cautiously. "Daniel here, or shall we just refer to you by your past name?"

"What?" Paulie asked him. "Oh, what now, god you are full of surprises ain't ya?" Paulie spat. Danny growled lowly as Gustav paced behind him.

"Andrew Church, was the name he wore before this life. That name, vanished along with his leg, and so he moved on and went AWOL, listed as KIA."

"Why?" Paulie asked, eyes flaring at Danny.

"Because he-"

"I wanna hear it from him." Paulie snarled. "Why?"

"Because I was ordered by a private company to assassinate a U.S governor who was making deals under the table with the Taliban. He was giving them Oscorp grade weapons." Danny sighed. "Mission went south, My team didn't know the whole story, so they thought I'd gone rogue on a U.S Governor. I put a bullet in the Governor and my Squad attacked me." Danny said, eyes brimming with guilt. "I accidentally blew up our jeep in the fight, and they all died bar me. My leg was blown off, but when the medics arrived...they just assumed we were IED'd." He sighed, gesturing to Mr Fiers as he paced in the shadows. "Gustav here found me in the hospital, and made me disappear, he gave me a way out, cos he needed an inside man to keep an eye on Oscorp, on Richard Parker and Norman Osborne."

"You are the biggest pile of shit I have ever known." Paulie scoffed, shaking his head. "And to think I looked up to you Dan-Andrew! Yeah, let's call you by your real name! Andrew!" he rubbed at an itch on his shirted chest.

"A man like Andrew here was exactly who I needed to feed me information on Oscorp's dealings and research at the time. He worked security, and moved up here, in due time." Gustav patted Danny's shoulder. "Nice work. He told me about Norman Osborne and Richard Parker's work, and we decided to act. Then, in an almost accident, The Parker's died in a Plane crash. Tragic." Gustav chuckled. "But, Richard's work seemingly died with him. Almost. And now, Andrew has helped me take down Peter Parker without a single bullet fired at him. He framed him, broke him, but...he's come back, and now _you_ both know his true Identity."

"How do you?" Paulie asked. "How'd you know who he is?"

"For a time, Richard and I worked very closely...and I know how he hid his work."

"What?" Both Danny and Paulie asked.

"The Spider research at Oscorp. When he was hunted for his work, He hid it in the only place no one would ever look...his son." Gustav explained. "He was carrying the genome for it in his cells. Impressive, no?" Gustav chuckled. Paulie raised an eyebrow as Gustav stood before him, shadows casting across his face.

"So, why tell me all this, if it's part of your master plan?"

"Simple." Suddenly a suppressed gun blast sounded and a flash of light blinked from Gustav's coated sleeve. Paulie gasped and staggered back, blood trickling down the front of his shirt. "Because you'll be dead in five." Gustav smirked as he turned and walked away, stuffing the silenced pistol in his pocket.

"Paulie!" Danny cried as he ran to his friend's aid, the rounded man falling to the floor, Danny cradling his head. "Nah, Paulie! Stay with me man!" He stared up at Gustav. "You promised you wouldn't kill anyone!" Danny roared, eyes filled with tears.

"And you promised you would not become so involved in the Spiderman case! I told you to frame him and break him, not to start investigating his identity. No, my plans have come too far for you or this...man, to ruin it now by throwing Parker in some cell!" Gustav waved his hand dismissively. "...and besides, I didn't kill him." Gustav pulled out his gun and Danny looked at the white rubber glove on his hand. "You did."

Danny looked at the gun and noticed the similarities to the one he kept in his desk. "You took my gun." he closed his eyes tight, scoffing.

"I did. So, only your prints will be found on it." He slid the pistol to Danny's feet. "You are no longer of use to me, give Connors my regards when you see him in Ravencroft." Gustav spoke boldly as he turned and walked away. Danny growled and lifted the pistol, pulling the trigger at Gustav's back, only for it to click repeatedly.

"I only require one bullet to get a job done." Gustav chuckled. He turned and peered over his black trench coat shoulder. "You'll fit in well with the criminally insane, now that we've bared all to a police officer, with a wire." Gustav chuckled, turning and walking away.

Danny's eyes widened and he pulled Paulie's shirt open, seeing the microphone taped to his skin. He plucked it off and held it between finger and thumb, breaking the device and throwing it across the empty car park.

"He's been scared of you for a long time, of how you'd react to the news of Peter Parker." Gustav picked up the file on Parker and stuffed it in his coat pocket. "And without this file, they'll have no proof of Peter Parker _ever_ being Spiderman. That lie, dies with you. I guess the force found out more about you than they bargained for."

"You know..." Danny chuckled weakly. "They'll hear your voice on there too!"

"Oh Andrew." Gustav plucked a small device from his neck, holding it in his grip. "Voice changer. It's amazing what Oscorp can design, it truly is. A device which can shadow anyone else's voice, in this instance...yours." Gustav smirked as Danny's eyes widened. "No, all they'll hear is the deranged ramblings of a man - desperate to frame and kill the innocent Peter Parker, the boy he has hated for a while for being with his dead friend's daughter. They'll only hear a crazed man arguing with himself, before the lunatic shot his friend."

"I'll kill you!" Danny roared, as the cops arrived through the office door, all aiming pistols at Danny, ordering him to get down, roaring at him to drop the spent pistol that belonged to him, that put a bullet marked with Danny's fingerprints deep in Paulie's heart. Danny sobbed into the Tarmac as an Officer he once called a friend pressed her knee into his back, handcuffing him. He peered through salty tears at Paulies dead eyes beside him, blood dribbling from his parted lips. Gustav was long gone, disappeared into the shadows.

"We have plans for you Peter Parker, and no one will meddle with what I have in mind." Gustav chuckled as he vanished into the bustling crowds.

...

The hatch of the Submarine slowly unlatched and slid up and open with a metallic groan, thick crusts of rust flaking away from the hinges. The huge hunter, Kraven himself rose from the belly of the sub, standing atop it's curvaceous nose. "Come to me, Spiderman. Give me the fight I have been dreaming of, for oh so long." He grinned, huge shoulders bobbing with a deep growl. His long blackish hair billowed in the wind as he stood atop his risen Submarine. He stared his green dagger eyes at the swinging silhouette alongside the submarine, anchored to the city's skyline. "Here he is...right on time."

Peter swung up and over the concrete edge of Manhattan, Biocables tethering to the very lip of the closest buildings. His eyes kept trained onto the slowing Submarine along the shoreline. "Okay, this is officially the weirdest day of my life...so far." he grumbled, shooting himself upwards with a quick tug on his Biocable.

"Yes!" Kraven hollered. "Look at the speed, the dexterity, this is the fight I have been promised!" He roared. "and I will savor every blow I land." he chuckled, pacing towards the edge of the Submarine. He stepped off with barely a second thought, and his boot landed on the wooden lip of the pier. Kraven had now set foot on Manhattan.

Peter landed atop a nearby apartment block, catching his breath and jogging across the gravel topped roofing. He just stepped onto the edge of the building, overlooking the huge expanse of curved water, when his eyes widened. "What the..."

The Submarine was gone, vanished, no longer in the river. "How the hell does something that size vanish?" he grumbled, shrugging to himself. Suddenly his mask lenses widened and his shoulders dropped. "It dives..."

Peter stepped back slightly, tensing the bent leg currently propped on the brick lip of the tower. He clenched and loosened his fists at his sides. "What's going on? A Russian sub in New York...no, no this ain't right." he looked up over the ledge at the still calm river, no huge submarine in sight. "Please tell me you've gone home Gwen, just this once, cos this ain't right." He sighed. He took two cylinders of Biocables from his pocket and reloaded the hissing shooters on each wrist.

"Back to work..." Peter mumbled, before he turned and leaped off the tower, hurtling downwards towards the tarmac in a face down dive, lifting his wrist and launching a cable of webbing to a tower, springing back up and swooping across the streets below, feet held up to the sky as he launching himself skywards.

...

Kraven paced through the streets of New York with both Kukri knives in his grip, holding them out at his sides and scraping the long steel blades along the sides of two cars he walked between, loud scrapings screeching as paint peeled away in a thin silver gash. He ripped the blades sharply forwards and burst both right and left tires on each car, both sinking and tilting with a hiss towards him. He grinned as both car's had their driver side doors open, two men stepping out.

"Hey, what the hell you lunatic?!" The forty year old bald business man growled, looking at the burst tire on his Mercedes. "Hey! You're paying for that!"

Kraven scoffed and looked over his massive shoulder, bleached lion skull rolling across his shoulder muscles. He grinned and chuckled as the man gulped and backed down, sinking down and back into the car, shutting the door and locking it. Kraven looked over at the other car and shrugged, challenging the driver. The man gulped and ran away, abandoning his car. Kraven scoffed and turned to continue his slow stroll through the traffic filled streets, running his blades along the cars.

"Pluck a cable on a web, and the Spider shall think it a meal." Kraven chortled to himself, stepping through the sea of Taxi Cabs till he was aboard the island of flat concrete in the bright center of Times Square. People taking photos of the iconic Square lowered their cameras, raising eyebrows at the Hunter clad in skulls and trophies. He hooked his ivory handled Kukri Knives onto his belt and paced with a wide stance, fearless and proud in his stride. A man dressed in dirtied clothes and a ripped hat sat with a Microphone and a guitar in his lap, an empty coffee tin in front of him filled with generous donations of dollars and cents.

The man was singing a jolly tune as he strummed his guitar, lost in a world of his own, free from the obvious real world hassles that pestered this money-less man. Kraven stood before him, huge cloth wrapped boots stomping before the tiny boy. Kraven gripped the microphone and plucked it from the makeshift tripod, thumping it with his fingertips, two loud thumps echoing across the square.

"Ahem." He spoke into the microphone, voice booming. "Spiderman!" He hollered, roaring across Manhattan. People in their hundreds stopped walking and taking photos, Kraven feeling all the eyes on him, savoring the attention. "I call you out! Hear the voice...of Kraven." He chuckled, nodding to the microphone as he paced around the silent square, people watching nervously. "You've made yourself a nest, a cradle of safety in this city, gotten comfortable and safe...but that changes today!" he roared, arms outstretched, a grin on his teeth.

Steam rose up and coiled around his camouflage combats from the grates below him. "I've been watching you, for a long, long time, and you have peaked my interest. Such power in a small man." He laughed. "The thrill of the hunt has finally led me to your shores."

"I have become tangled in your web, so come! be a Spider...!" He threw the microphone down hard, smashing it. His huge arms outstretched as he grinned to the sky. "...And come claim your meal."

Sirens blared and red and blue lights flooded the surrounding walls in bright dancing waves of light. Kraven looked around, a hint of disappointment at the lack of response. "No? No hero to save the innocent?" He mocked. "Just your Police force, against me?" He chuckled as the white cars with blaring sirens pulled up around Kraven, boxing him in, his grin never falling. "Tssk, I expected the red and blue savoir, not these pests."

"Hands up lunatic!" A police officer snarled, all eighteen of them aiming Glocks over their open car door frames. "What the hell are you meant to be?" One of the men chuckled weakly as they studied the fur and trophy clad man twice their size.

"I ask for a Lion, but instead, I get these...ants." He gestured to the police officers. "Where is the lion of New York?"

"I said Hands up!" The Officer roared, clicking off the safety switch on his pistol. Kraven chuckled and puffed his huge chest out with each chortle. Within no time at all, the streets were cordoned off with barriers, the Public kept way back, but all still gathering to watch.

Kraven looked at the skyline for any sign of his prey. "More than one way to get your attention." He shrugged, quickly grabbing two small bottles with glowing blue liquid sloshing around inside them from his belt. His movements were so quick, that by the time the Officers had realized and pulled the trigger, both bottles had been thrown and smashed at their feet, a cloud of blue fog rising up and seeping into their lungs. "A Hallucinogen." He chuckled as he strolled back and froth, watching the police man scream and panic as they tried to fend off imaginary monsters currently attacking them. "Manufactured from the crushed leaves of Salvia Divinorum, and cock-tailed with the poison of the Blue spotted Stingray, it is a lethal Hallucination, one that will kill them in twenty minutes if left untreated!" Kraven hollered, laughing as the panicked witnesses screamed, echoing across Manhattan.

He watched the screaming cops slump down the sides of their cars, desperately shielding their shut tight eyes. "Listen to them, Spiderman, how they scream and they cry!" he roared, teeth grinning. "I thought you protected these people? Am I making you angry?" he looked at the sky, licking his dry lips, rubbing his goatee.

"Last chance..." Kraven huffed, shaking his head as he removed his crossbow, aiming the bolt with one hand towards a screaming police officer, writhing on the floor. "A Hunter will commit atrocities to get the prey he so desires." He pulled the trigger and the bolt shot out at great speed, only for it to snap in two mid launch and splintered off in all directions, shattering against the wall of Police cars. Kraven chuckled as he watched the rounded Drain cover clang and bounce along the ground, being the thrown object that saved the screaming cop on the floor.

The entire city erupted in titanic cheers and whoops as Kraven laughed, grinning as he stared at the fists clenched Spiderman stood atop the furthest Police car, feet pressing on the dented hood. "Sorry I'm late, gotta little held up." Peter huffed, stepping off the hood and sauntering over to the whimpering cop on the floor. He bent down, examining the man's burnt eyes.

"You okay?" he asked.

The man screamed and shoved and kicked, trying to get away from what he saw. In his eyes, Spiderman's mask was more of a man-Spider, salivating and growling at him. Peter sighed and stood up, nodding to the paramedics who immediately rushed in, carrying the crying and screaming squadron away. Spidey stood in front of them to protect them from Kraven.

"Better late than never. Good to meet you." Kraven nodded, voice thick with his deep Russian accent.

"Why don't you cool your boots, and we can talk about...whatever this is?" Peter gestured with waving hands at Kraven. "What are you, some game hunter?" He chuckled.

"Indeed. The biggest and best." Kraven smirked.

"oh..." Peter's shoulders sagged. He wasn't expecting that.

"Mmm, see each of these bones, these trophies, each come from a beast I brought down with my bare hands!" Kraven clenched his huge hands.

"Well, you umm...don't exactly fit in dressed like that in N.Y, buddy." Peter scoffed.

"And you do?" Kraven jabbed back, chuckling as Peter's shoulders dropped again. "HAH! See, I_ love_ this!" Kraven roared with passion, grinning. "I...Love...this. I must say, I am a big fan." Kraven laughed, nodding.

"You got a funny of showin it..." Peter raised a hidden eyebrow.

"Well, a fan is a strong word...let us call it..." He clicked his huge fingers. "I am your Hunter."

"Hunter...oh, okay, yeah that's...nah, that ain't making me feel better." Peter shook his masked head.

"I have been waiting for this moment, for months now." Kraven chuckled, feeling the patter of rain drop onto his bare skinned arms. Peter could feel the pats on his spandex head, soaking into the rubbery skin. "To fight my biggest prey, the one fight where I may actually find a challenge!" Kraven clipped his belt of Kukri knifes and Crocodile spine whip, taking it off and chucking it aside with a clatter. He tighten his huge fists. "No weapons. Just our brute strength."

"Listen, you are obviously some lunatic, so lets-" Kraven booted Peter in the chest and he flew backwards, sinking into the crumpled metal of a police car. Tires burst and hissed as he slumped down and out of the crater in the car's side. "Argh...okay...that...that hurt."

"Get up! Come on!" Kraven roared as the rain began to beat down incredibly hard, the floor shining and writhing with hundreds of splashes. "Show me what you can do!"

Peter groaned and stood up on shaky legs, shaking his head back and forth to abide the fuzzing in his rattled cerebellum. This guy, whoever he was, was strong and powerful and not to be underestimated. He had no interest in the city, all he wanted was to fight Spiderman. If that meant keeping this city and Gwen safe, so be it.

"Alright...whatever you are...let's keep this under control, yeah?"

Kraven lunged forward and Peter's senses took over, his head quickly moving to avoid the massive fist. Peter quickly grabbed the trunk of muscle and pushed it to the side, throwing his own punch forward into Kraven's huge crooked nose. He staggered a step and chuckled. Kraven raised his massive fists, biceps tensed, huge rivers of veins raising his skin.

"Come then, warrior." Kraven smirked. Peter stood his ground, as silence echoed, spectators watching in dead quiet. All that could be heard was the heavy rain and each landing blow. Peter shot a web to Kraven's chest and reeled in on it, throwing all his weight into his boots as he connected with the Hunter. He may as well have slammed his feet into a wall. Kraven staggered back but as Peter shot away from the cracking impact, He felt Kraven's huge hand wrap round his leg and pull him down from above, slamming his spine into the Tarmac, cracking around his body as he sunk into it.

"You fight in such a unique way, it's interesting to combat something that runs away as it fights." Kraven chuckled.

"Part of my charm." Peter retorted, groaning as he rolled over.

"What? To swing back and forth mid fight?" Kraven raised an eyebrow, grabbing Peter's shoulder and lifting him up to is feet, only to throw a fist downwards on Peter's scalp, his spine crumpling as he fell back to his knees, an earth shattering bang echoing. People groaned for him as they grimaced. Rain fell onto Peter's spandex back, soaking through the fabric to cool his aching skin. Peter took a deep breath and tried to blink away the tunnel vision.

"Is that it? Is that all the great Spiderman has to offer?" Kraven huffed. "Disappointing."

Peter looked up and shot two cables at Kraven's feet, pulling on them sharply. The titan of a human fell back with a thud and Peter leaped onto his chest, driving a fist into his nose again and again. Kraven grabbed Peter's reeling fist and threw him to the side, crashing down into the concrete, winding him. Peter groaned and rolled onto his back, only for Kraven to roll over and smash a fist down on his gut, Peter roaring in agony. He shut his eyes tight, feeling the rain smashing down on the lenses of his mask.

"Better, a little more passion." Kraven nodded, standing up with a groan of age. Peter writhed on the floor, rolling onto his front and arching his spine, breathing in deep sucks of air. "Come on, up you get, you owe me a real fight."

Peter stood up and shot a web at Kraven's face, only for his huge wrist to block the shot and catch the cable. He coiled it round his massive fist and reeled it in towards him, his other fist driving forward into Peter's masked face as the tug on the cable made him lunge forward. As Peter shot backwards from the blow, he used the elasticity of the stretched web to gather tension and pool all his weight into his own fist, clenched tight under the spandex. He shot back towards Kraven and roared as he drove a charged fist into his chin. Kraven shot backwards across the tarmac, releasing the cable in his grip. He skipped along the concrete and crashed into one of the Police cars, crumpling it's hood. Steam rose up from the smashed block of metal beneath him. Spectators cheered.

"Urgh...god...I think I broke a rib...or all of them." Peter groaned, standing up off the wet floor, boots slippy. Kraven stirred and rolled off the hood of the car with a thud, laughing maniacally.

"That!" He stood up, wiping his lip. "That, is more like it!"

"Yeah? Want some more?" Peter hissed, trying to not show his injuries. Kraven stood up and cricked his neck.

"I do." He laughed. Peter grit his teeth and shot a cable to a nearby street lamp and with a groan of lactic agony, swung up over Kraven, throwing all his weight into his heels as he brought them down on his chin, only making the massive man stagger slightly. Peter back-flipped off of him and landed in a crouched position, knowing he had to end this fight now. He quickly fired web after web at Kraven, anchoring him in thick silky binds to the police cars. He used up both his canisters of Biocable and stood proudly before the cocooned being.

"Impressive." Kraven laughed, nodding at the binds he was wrapped in.

"A little formula I created." Peter nodded proudly, hissing at the growing bruise on his chest and cheek. He popped both the heat sinks on his Web-shooters and watched steam escape them with a hiss as they needed to cool down, beeping. The spent canisters were glowing hot and popped out with a ping. Peter quickly slotted two more canisters in and stared at the newly arrived Officers, SWAT among them.

"Get these people outta here!" Peter hollered. "Show's over, go on home." Peter bowed as People cheered, all being ushered to head to their homes by the police. "Oh thank you, thank you!" He bowed again as People through roses and other things to his feet. Kraven chuckled at him and shook his head. Peter turned his gaze away from the dispersing crowd to Kraven, tilting his masked head. "Something funny, big nose?"

"Hmm?" Kraven shook his head. "No, no, not at all."

"Good. Cops'll collect you in a sec, hang tight...oh wait, you ain't going anywhere." Peter pointed to the webbing Kraven was wrapped in. Kraven chuckled louder.

"The biggest mistake a prey can make, is calling victory, when your Hunter is still breathing." Kraven smirked. Peter punched the hood of the car beside Kraven's head and glared his masked eyes into his Tiger green ones.

"Let me be very clear. You do not mess with my city, got it? I beat you at your own game, so do the smart thing...and call it quits."

"Oh, I was just sizing you up." Kraven chuckled as Peter padded away from him, shaking his head. He took out his phone and got well out of earshot of Kraven, dialing Gwen's number. He whistled the Spiderman theme that had been playing on the radio recently and finally she picked up.

"_You sack of-_

"Hey! Whoa, whoa, it's cool, it's done. Guy's some loon Hunter. He's dressed head to toe in animal fur and skulls...kinda creepy." Peter looked over his shoulder at Kraven. The Russian giant smiled and Peter gaze a sarcastic wave. "Guy hits hard though...argh, that is gonna bruise."

_"Well, serves you right, for webbing my hand to the car!"_

"Had to keep you safe, Gwen, you know that. You at home yet?"

_"On...my...way."_ She growled. Peter huffed.

"Gwen, come on...I'm just looking out for you." Peter lifted his head and gave a nod to the SWAT team as they ran in, rifles trained on Kraven. "Yo, guy's all yours." he thumbed to Kraven.

The men jabbed rifles in Kraven's direction and he simply smiled. "What you smiling about?" One of the Officers chuckled. He shrugged in the tight webbing.

"идио́т" Kraven spoke in his Russian dialect. The men all raised eyebrows. Kraven smirked. "Means...Idiot." He suddenly ripped the webbing in half, throwing the sheet of silk over three of the eight men. Peter turned sharply as the Russian rolled over the hunched over men covered in silk, grabbing the barrel of one of their raised rifles. He tugged the gun out of his hand just as it fired with a loud crackle. He snapped the gun in two like a toothpick, taking bot halves in his hands an clattering them across two of other men's faces. They both fell to the floor and Kraven lifted up one of them from the silk tied trio, using him as a meatshield as the other two fumbled to try and pull the silk off. The other squad men opened fire, bullets riddling their colleague before they'd even realized they'd done it. Kraven kicked the dead body into them and watched them fall over with their dead friend on top.

The other two men finally pulled the sticky silk off and raised their rifles, firing at Kraven. He moved with blinding speed for someone of his size, slamming his elbow down on the nape of one of the men's neck, a loud crack echoing. The other fired at him, and the bullets whizzed by his ear. Kraven's huge hand grabbed the Officer's face and threw him as far as he could, far across Time's square, landing with a thud on the hood of a cab. Kraven kneed the back of the last man's knees and brought him down.

Kraven looked at Peter and grinned, resting the back of the man's neck against his knee. Kraven gripped the top of his head and pulled back sharply, pushing his knee into the man's neck, a loud crack echoing. The body dropped lifeless and he stood over the silent, still bodies. The last man pushed their friends body off and sat up, trying to lift his rifle. Kraven simply spun round and slammed his huge boot along his jaw, knocking him out cold.

"I gotta go." Peter growled as he hung up the phone, shoving it in his pocket. His eyes were filled with fury, hidden beneath the mask. His Spandex fists tightened at his sides. "You...Killed them, you monster." Peter sighed defeatedly. "Why, why do that?!" He roared, voice choked. Kraven scoffed.

"To anger you, to see the true potential of you in combat."

"Yeah, well get ready then!" Peter shot a web at Kraven, roaring as he lunged at him, slamming his boots into Kraven's face. He lifted up off of him from the impact and shot a web down at Kraven's shoulder, hauling himself down from the rain clogged sky to slam a collateral fist into Kraven's nose. Kraven reeled back and Peter flipped over into a crouched position, fists tightened. Kraven chuckled and ran at Peter with a flare of his eyes.

The two engaged in a fist fight of pure adrenaline, each swing swooping through the air and splashing against the rapidly falling rain drops. Peter swung a fist up over Kraven's arm and towards his cheek, but the Bison of a man reeled back and Peter missed. Kraven swung an upper cut jab and it smashed against Peter's rib with a crackling bang, Spiderman keeling over into the fist. Water sprayed and exploded in a shock wave out from Kraven's fist as he landed blow after blow into Peter's gut.

Peter snarled and pressed both his palms to Kraven's temples, tightening his grip on Kraven's long black hair. He pulled down sharply and brought his knee up, crushing Kraven's nose against the solid cap of bone. Kraven's head shot backwards and he staggered back, laughing maniacally.

Peter leaped up off his feet and swirled through the air, spinning round and pooling all his weight into his velocity charged ankle, as he crashed it down on Kraven's scalp. The titan's head shot downwards from the blow and he used the momentum to spin himself round and leap up above Spiderman, drawing a fist up and slamming it down on Peter's head, roaring with all his might. A mighty echo roared and a shock wave of water sprayed out off Peter's masked scalp. Peter fell to the floor dazed and broken, eyes tunneling with black.

"Your fans are all gone..." Kraven chuckled as he looked around at the Police having dispersed the groups ages ago, only a few smashed cars to surround them in this evacuated Times Square. "...your police have abandoned you."

"Nah...they're just getting..." Peter keeled over with a groan. "...argh-getting help..."

Kraven scoffed, shaking his head. He bent down and lifted Spiderman's red masked chin. "No one is coming to save you."

Kraven felt headlights on his back before he heard the car mount the curb. He turned with shocked eyes as the chrome bumper of the car smashed against his jaw, throwing him across the floor, rolling several times till he came to an unconscious stop. Peter squinted and shielded his masked eyes with his wrist as the headlights shut off, water and steam rising from their clear covers. The door to the car opened and out stepped the blonde beauty of his life.

Gwen had fury in her eyes as she paced up to him. "Really? Webbing my hand to the car, really?!" she shouted. Peter got up and shook his head repeatedly, groaning.

"No, no, what are you doing here!" he shouted, voice choked.

"I can help you, you big idiot!" she shouted back, her raspy voice rising, her cute lisp all but gone.

"Gwen, I am not kidding, you cannot be here right now." Peter took her upper arms, Gwen able to see the pleading through his white lenses. But still she stood her ground. She was not going to let him get hurt.

"No, No, I don't care, I'm gonna help you."

"No, you are not, now get out of here!" He shouted, voice sore. He saw her shake her head and firm her bottom lip and he scoffed, turning from her sharply. He gestured to Kraven, who was groaned, huge fingers spasming as he was beginning to awake. Gwen followed his finger. "Look at him! Alright? This guy is...he's nuts, h-h-he just killed a group of Policemen, and I couldn't stop him..." He shook his head. "Fastest thing, I've ever seen."

"I don't care." Gwen sniffed, her eyes red and glassy. Her button nose crumpled and her lips edges creased. "Sniff- okay? I don't care! I am not leaving you!"

Peter didn't know where it came from, but the next words out of his mouth, were so cold, so harsh, so loud, so out of character, that they scared even him, and he will never, ever forget the look of fear on Gwen's face.

"THEN YOU AND I WILL _NEVER_ BE TOGETHER, BECAUSE THAT IS THE DEAL, NOW GET OUT OF HERE, NOW! DO AS YOU ARE TOLD!" he roared at her, and he hated how she flinched and stepped back slightly. Gwen sniffed, and wiped her eyes, shaking her head repeatedly.

Kraven's head shot up, eyes filled with green fury, lips parted and teeth gritted as he growled. He spun round and tightened his fists, seeing the Blonde from the car arguing tearfully with a furious Spiderman. Kraven looked at his discarded belt and reached for it, removing the rolled up whip made from solid crocodile spine bones and bound in leather wraps.

"Gwen, do as you are told, and go home." Peter snarled lowly. Once again she shook her head. "God, y-you make me so angry, you..." He searched for words, furious at her for being so silly. His fists clenched by his temples. "...you have this inability to realize when you are way out of your depth!"

"So do you." Kraven chuckled, and Peter turned too late, Gwen stepping back as Kraven cracked his whip at Peter, wrapping it round his neck. Peter dug his heels into the ground bu to no avail as he felt himself being dragged towards Kraven. Gwen hurried to the car as she watched in her peripheral as Kraven slung the whip towards a nearby car, throwing Peter into the side of the hood, crumpling metal around his lithe frame.

Gwen popped the hood and worked quickly, her fingers working furiously with the two thick cables in her grip. She mumbled to herself and went to work, attaching the crocodile clips to the top of the car battery. "Big dummy, shout at me? Got some nerve, honestly, sometimes I could just..." She mumbled to herself, shaking her head, blinking her tears.

Kraven flicked the whip over his head, launching Spiderman in it's grip overhead and smashing down on the tarmac with a thud. Gwen looked over her shoulder and saw Peter on his knees, whip tight round his neck. Kraven was definitely double Peter's size. She turned back to the car and held both the charged cables together, seeing a thick beam of sparks ignite between them, a crackle of electricity.

"Okay, Okay...rubber. Insulator!" She looked at the cars tires and clambered up onto the engine block, crouched under the propped up hood. Gwen took a steely breath and looked at Peter. Kraven smirked and stared down at Peter, grinning.

"You belong to me now." he grinned. Peter looked over at Gwen with weak eyes and noticed what she was doing.

"Backflip!" she hollered, and Kraven stared at her with amused confusion. Peter quickly broke free of the whip while Kraven was distracted. He back-flipped up and landed on the hood of a police car with barely any grace. Kraven was now the only one stood on the waterlogged ground, the rain still dousing it in salty water.

Gwen leaned forward and pressed the clips to the floor, as the electrical current ran out along the puddles and straight into Kraven's wet boots, jolting his nervous system. A white bolt of electricity ravaged him as he roared in agony, releasing his whip. Gwen dropped the cables and sat back on the engine block as she watched the electricity crackling across Kraven's skin.

Finally with a loud bang, the car battery exploded with a pop and the surging current ended, but not before launching Kraven across the wet floor, his body hissing and steaming. Silence echoed across Times Square as Peter finally rolled off the hood with a thump, groaning. Gwen clambered out and stood on shaky boots, taking a deep quaky breath. She then began a quick pace to Peter, who was crawling across the tarmac. She bent down and he looked up, both sniffing as the rain soaked their bodies.

"I told you...to go-

"Shut. up." She snarled, lips parted to reveal her gritted dentures. "Just shut up being the big macho man for five minutes." She grumbled, looking over the deep cuts in his suit. "Hurt?"

"Uh-huh." he moaned.

"Yeah, well, that'll teach you." She laughed weakly as he rolled onto his back, head in her lap, an unseen laugh on his masked face.

"Yeah...I'm an ass for wanting you safe." He sarcastically mumbled as Gwen stroked the rubber spandex of his masked scalp, soothing him.

"You are an ass." She nodded. "An ass who doesn't know how helpful and smart his girlfriend can be." She grinned. Peter sighed and chuckled under his breath.

"I'm sorry I shouted at you Gwen, but...you have to understand how petrified I am of losing you." He choked. Gwen sniffed and nodded, eyes wide as she listened. "You understand?"

"Mmm hmm, yeah. But Peter, you have to understand, that I care about you just as much. We're a team remember? I'm stronger now, I can sense...stuff. But most importantly, it's my choice, got it?" She held his head in her lap, as he looked up at her eyes.

"I can try." he chuckled, and Gwen did too, as they both calmed down from the fight. Then...a groan.

Both their eyes looked over at Kraven, hers wide as saucers and his dull behind the mask. Kraven was sitting up. They could hear the bones crunching, the skin grinding. This man was just given a massive charge of electricity, some that would possibly kill a normal human, and he was getting back up. Granted he was weaker than before, but he was getting back up!

Peter tried to get up but hissed in agony and collapsed back into Gwen's lap. She kept her fearful eyes trained on Kraven as the man mountain stood up, staggering slightly in his charred clothing. His skin was covered in spots of black soot and he spat a wad of blood on the floor, wiping his wrist along his jaw. He grinned terrifyingly and limped over towards them. Time and time again Peter tried to get up, but matched with Gwen's tight hug on him and his injuries, he just couldn't. Her senses were on fire as she watched this monster stand before them. Gwen hugged Peter as tight as she could, never letting him go again. Kraven casually stepped on Peter's leg, all his weight pushing down as Peter cried out to the sky, fists thumping the ground uselessly.

"Stop!" Gwen screamed over Peter's agony filled cries, watching through bleary eyes as Kraven twisted his boot, sinking it deeper into Peter's thigh. "You're killing him!" She screamed, her voice shaky. Kraven pushed his foot off and Peter writhed in her arms, but Gwen continued to stroke his chest and shush sweet nothing in his ear. She would protect him to her dying breath, and by the grin on Kraven's face, he knew it.

"Who is he to you?" Kraven asked her, sniffing as he ran his wrist across his nasal. Gwen blinked hard and simply buried her nose into Peter's masked head in her lap, shushing his whimpers. Kraven did not appreciate being ignore, so he stamped her on Peter's leg, the boy crying out in a choked wail, Gwen crying hard as she hugged him.

"WHO IS HE TO YOU!"

"Leave us alone! Just, go away!" Gwen spat, lips trembling. Kraven took his boot off his leg and ignored his cries as he crouch before Gwen, sniffing a grin.

"Us?" he chuckled. "The Spider has made a love nest in New York, has he?" Kraven laughed, going to stand up, pushing his palm down on Peter's chest, all his weight pooled into the wrist. Peter writhed and gasped in agony, chest heaving with ragged breaths, his cracked ribs being flexed painfully. Kraven stood up and looked left and right, rolling his shoulders. He cleared his throat and looked up at the falling abyss of translucent rain, tumbling from the crashing waves of black clouds above.

"Spiderman...You are old enough to know the saying, you can run, but you cannot hide." Kraven started, pacing back and forth before the rain soaked couple. Gwen's shirt was translucent with soaked rain, her hair flat and dripping beads of water onto Peter's chest. Her mascara dribbled down onto her cheeks. "You've grown comfortable, nestled in the safe web you have made of New York. In doing so, you're guard has slipped, and your predator has claimed you." Kraven smirked down at them.

"New York, HAH, Well that's part of the reason I feel so sorry for you. You're innate desire to save everyone , your allegiance to this girl, this city. But you see, the trouble with loyalty to a cause, the people, is that the cause...will always betray you." Kraven knelt down beside them. Peter lifted his head from Gwen's lap, strong enough to spit the words at him.

"Who are you?!"

Kraven scoffed. "I am Sergei Kravenoff, but will come to call me Kraven the Hunter." He stood up with a groan and pulled a thick bundle of netting from his pouch on his belt. Gwen hugged Peter tighter, and his heels kicked at the floor, any attempt to get Gwen away from him. "And you belong to me now."

He threw the netting over Gwen and Peter and they both protested, trying their hardest to rip it or climb out. Kraven tightened the end up and dragged the ball of netting behind him, Gwen and Peter clawing and pulling at the thick cables of the netting. She cried and screamed as she tried, she truly tried, all her new strength being fueled into pulling at the cables, but they were too strong. Peter was far too weak to even try and combat the netting as they were dragged down the road.

Nobody was here to hear Gwen and Peter's shouts of horror and see a trail of watery blood down the road. Everyone had been evacuated from Time's Square, all the way down to the piers at the docks. Nobody could save them. With her heart hammering in her throat, Gwen pulled hard on the netting, but even with her new strength, she couldn't break the netting designed to hold the claws of a Tiger.

Kraven finally neared the pier as the ocean boiled and frothed, his huge Submarine rising from the murky depths, water running off the ships curved exterior. Gwen clawed her nails at the tarmac below, tears running down her cheeks. Kraven lifted the netted bundle and threw it into the open hatch of the Submarine. Kraven looked back at Manhattan, down the long streets from Time's Square as Police cars wailed his way, flashing red and blue lights wailing.

"A Spider within it's web is indescribably powerful, almost unstoppable. Capability unbound, as they themselves have wound every inch of that terrain, they know every strand, exactly how long each cable of silk is, they are kings of their domain, because they themselves forged every inch of it. But, take a spider out of it's home, out of it's web, and thrust it out into the unknown, with no way to know every inch and predict every movement, and they are as weak and as feeble as dust in the wind. That is the only way to truly defeat the Spider, to see what they are truly capable of, in the face of their adversary." He smirked, stepping off the pier and onto the rounded back of the Sub.

Gwen and Peter both looked up at the small circle of sunlight as Kraven clambered inside the Submarine and closed the hatch, the ship groaning as it turned away from the pier and sunk below the waves, gone from all sight. Team Bug are on their own now, captives of the great Kraven.

* * *

**Author's Notes: So...wow, huh? Kraven has claimed his prize! Where will Gwen and Peter find themselves?! Gustav Fiers has double crossed his double crosser, and I managed to delve a little deeper into my confusing character Danny/Andrew. Tel me what you think guys, please! this was such a hard chapter to write, and I'd love to know what you think of it! Hope you're all still liking this, and tell me where you'd like it to go next! Love ya, and see you all soon! - Dave**


	25. But I won, right?

**Author's Notes: So, I forgot to tell you guys, but a while back, my story "I've missed you" was plagiarized! I know right? Guys, seriously, I read this thing and I was laughing at how identical it was! Word for bloody word, he'd only changed the names for whatever Fandom he was "Writing for." It got to the point, where people were asking him why the female had blonde hair, when the character in the Fandom had brown! He didn't even changer the hair colour! Ha-Ha! Got it removed and sorted though, so thank you to the Admins and people who alerted me on it. Appreciate it!**

**Hope you are all ready for this Chapter...man, oh man, this is when it gets good! Man, I cannot wait to read the reviews on this, cos I'm sure your jaws will be slack! Don't worry Gwen's not gonna die, she's never gonna die, hear me! I love this romance too much for that horror. No, what follows, will be shocking and awesome. Enjoy! - Dave**

* * *

**Chapter Twenty Five: But I won, right?**

**...**

"Welcome aboard my ship!" Kraven exclaimed, echoing through the tight tubular halls of this leviathan Submarine. Gwen and Peter both limped and tread lightly behind him, Gwen sniffing and trembling, catching Peter every time he groaned and his injuries spasmed, inducing him to fall forward off balance. She caught him and whispered sweet things in his ear, stroking the whimpering boy's back as he groaned and writhed beneath the Spandex. Gwen looked up with angry eyes at the huge broad back of Kraven as he paced boldly, his huge shoulders rolling and his skull trophies clanking together.

"You're both smart, come now, put those History lesson to use! When was this Submarine last used for War?" Kraven chuckled, arms outspread as he turned to face them both, walking backwards.

"I'm umm...I'm more of a Biology person" Gwen shrugged, ignoring Kraven.

"Second...World War..." Peter wheezed, humoring the Hunter with a hint of spite in his weak voice. Kraven nodded and clicked his huge fingers, turning to walk forwards again. "Soviet..."

"Exactly. Our great Motherland manufactured these leviathans of destruction, but when they were done with them...did they get medals like the soldiers? No. They were laid to rust in the icy seas of Russia. I saved this vessel, and in turn, she saved me. She gave me a home, a way to travel the world unnoticed..." Kraven smiled as he admired his ship's innards, running his palm along the riveted metal walls.

"What was once a vessel for the brave, the courageous, the soldiers of war, is now my own personal Prison!" Kraven smirked, walking passed three large cages tucked to the corner in the dark, only illuminated by the red light blinking above. Gwen eyed the cage and squinted to see inside, regretting it, when a pair of snapping jaws lunged at the cage, rattling it. She yelped and staggered back, hugging tightly to Peter.

"Back in your den, mangy mutt!" Kraven slammed his fist to the cage, which housed a massive Hyena. Gwen's lips trembled and she dropped her gaze from the terrifying hunched back monster that laughed and whimpered in it's cage. The grey fur, writhing across it's hunched muscles, huge paws grating claws along the metal floor. Saliva dripped and glistened off the yellowing snapping jaws, and the dead doll eyes blinked as it sized up Gwen. A thick mane of black hair spiked up along it's curved spine. "Into your hole, Xen!" Kraven snapped at the creature, and the huge Hyena backed down, back into the shadows of it's cage.

Gwen buried her face in Peter's chest, terrified of the monster in the cage. Gwen wasn't scared of many things, but Hyenas were one of them. Their dull eyes, demonic laugh, and their ability to eat anything off a carcass, even the teeth. That was what scared her the most.

The other two cages rattled as well as two more equally huge Hyena barked and snapped. Kraven kicked the cage and snapped his fingers at the other, both Hyena whimpering.

"These are my living trophies, a reminder of how I overcame the monsters of this world, and made them my slaves." Kraven smirked, chuckling. "_Xen, Vespa_ and _Kardas_."

"Nice...Pets." Peter winced through his mask, hugging his arm round Gwen. Kraven smirked, extending his right arm.

"Kardas, is the only beast I have fought to land a blow, and give me a scar." He gestured to the long band of red risen skin across his bicep, hard white tissue knotting across the tight skin. "I respect him, because he made a move, and he cut deep." Kraven explained, dropping his arm. "He is the Alpha, but still, here he is in a cage on my Ship. I respect him, but I still overcame him."

Kraven turned from the salivating Hyenas and paced further down the dark dank hall of his Submarine, the blips of Sonar echoing through the rumbling water outside. Drips of water dropped from the metal ceiling and pattered slowly on the flooring, resonating around the room. Peter hissed as he dragged his leg and Gwen huffed, throwing his right arm from her waist to her shoulder helping him walk.

"Argh...Thanks." he mumbled. She pecked the side of his mask. "What do we do?" he asked, and Gwen raised her eyebrows, shocked.

"What? Wh-Why are you asking me?"

"Because I don't know how we're getting out of this one." He murmured, pressing the heel of his palm to his masked forehead. Gwen sighed and licked her lips, peering back at Kraven's huge shoulders as they followed him. After all, where were they going to run to aboard a Submarine?

"I don't know, Peter. I really don't, and I'm really scared." She breathed into his masked cheek. "I'm really scared, Peter." she whispered into him. He hugged her tighter and pushed his masked cheek against her.

"Me too."

Kraven finally neared his target and pulled the huge metal latch open on a cube shaped cell in the wall, dank and dirty and dark, watery puddles in the corner, rippling with each drip from the ceiling above. He pulled the prison bars door open with a rusty creak of dying hinges. "Into your cell, and await your trials."

"Trials of what?" Gwen countered as she helped Peter inside, setting him down gently. She stood up, new found courage and squared up to the massive man in the doorway. "Huh? What, trials of what?!" she hissed. "What do you want, you...you pathetic, low life?!" she bellowed, fists trembling at her hips. Kraven scoffed a smirk.

"Is that how you view people like us, the ones who grew up, without our parents, without a sea of money foaming at our feet?" Kraven snarled, leaning down to Gwen, as she reeled back, disgust on her face. "I know you. People like you. You're a Spoiled brat, who grew up, showered with gifts and presents, raised in safety and first class accommodation." Kraven scoffed as Gwen lowered her eyes. "People like you, will never, ever truly understand the people like me. The people who grew up on our own hand's and feet, who learned to hunt to survive." Kraven sighed. "But...You have earned a slither of my respect, and my interest." Kraven grinned, and Gwen raised an eyebrow.

"H-How?" she asked, stepping back slightly, but keeping her chin jutted out bravely.

"You stood up to me, you protected your..." he waved his hand to Spiderman. "...Mate?" he asked. Gwen just lowered her gaze again. "So it is true. You and the Spiderman have been intimate. That explains your desire to protect him. To save him." Kraven smirked.

"But, you have earned my respect, for, like Kardas..." he pulled his fur collar out the way, revealing the scorched electrical burn he received in Time's Square. "You landed a blow, and gave me a scar." Kraven grinned. Gwen's eyes widened and she gulped. "But, like Kardas, here you are, in a cage!" He slammed the door to the prison cell shut in Gwen's face and locked the bolt, smirking as he turned and left, heading deeper into the Submarine.

Gwen stared at the dark dank prison cell and finally, all of her pent up emotions came bubbling up. She wanted to go home, she wanted her Mom, her brothers, her Dad. She was scared, for - even though she now had Peter's abilities - she was still, in her mind, a Seventeen year old girl who's biggest concern a year ago was getting into a good university and acing her test scores. Now, here she was, stuck in a dank cell, captives of a Hunter, across the hall from a pack of Hyenas. She wasn't scared. She was terrified.

Gwen sunk to her knees and finally let herself cry, balling into her hands. Her sobs and gasps echoed around the silent ship, only broken occasionally by the terrifying chatter of laughter from the Hyena's. Gwen lifted her sore and stinging eyes from her palms and sniffed, trying to stem her trembling lips. Her dinky button nose crumpled as she quivered and blinked over her watery eyes.

Peter grumbled and gasped himself awake out of passing out, gripping his Spandex mask and peeling it off, keeling over into a fit of violent coughs. His breath wheezed and Gwen shuffled closer to him in the corner, taking the mask out of his balled up hand and lifting his chin after he'd hacked up a glob of blood and phloem. She blew air through pursed lips and stemmed her trembling, as she lifted Peter's chin she gasped and cupped her mouth, seeing the state of him.

His left eye was torn and bloodied, his usually white Sclera now a gory concoction of vivid red veins and blotchy whites. His Brown Iris looked bloodshot, as each strand of beige and brown were looped with inflamed reds and yellows. His eyelid was puffy and purple, a ring of blotchy yellow tainting his cheek. A thick split of red flesh sat atop his bottom lip and a deep gouge ran along his nose's bridge.

He hissed in pain and sat up, trying to smile weakly at Gwen, as she sniffed and wiped her eyes. "Hey you." He sniffed. Gwen wiped her eyes and smiled back softly, gently stroking his cheek where it wasn't bruised.

"Hey yourself." She shook her head, cupping his cheeks. He moaned, but in delight at her warm touch. He stretched out his legs with a groan of agony and Gwen sat beside him, tucking her legs beneath herself. He took her hands in his and softly rubbed the rubbery spandex tips across her skin. "God, Peter, you look...the worst I've ever seen you." She breathed, stroking across his forehead. He grinned, hissing when his lip cut further.

"Yeah?"

"Yes." she nodded, her eyes serious. Slowly she sighed and pressed her forehead to his softly. "How are we gonna get out of this one?" she asked, settling against his shoulder. He lifted his arm and wrapped it round her shoulder, both eyeing the prison cell floor, hypnotized by the dripping water. Peter kissed her temple with whatever strength he had left.

"You're gonna get outta here...I'm gonna get you outta here, Gwen."

"_We_ are going to get out of here. I am not leaving you, understand?" she said sternly. He smiled weakly and nodded. "Good...now, get some rest...heal, okay?" she soothed him, kissing his burning forehead. He mumbled and let his weak eyes shut. Gwen sighed sadly and snuggled into his side, staring at the door to the cell, trying to ignore the Hyena laughter.

"Wait!" Gwen sat up sharply, Peter stirring from his weak slumber. She lifted her thigh and wriggled her phone free from her pocket. "Yes! I've got my phone -I've got my phone, I've got my phone..." she mumbled to herself, looping a lock behind her ear as she frantically dialed numbers. Peter sat up with a groan and wince as he watched her. He watched her intense expression of hope, her parted mumbling lips, her wide determined eyes. He sighed sadly as he saw the lack of signal bars at the top of her glowing screen, the only light in this dank cell. He tentatively stroked her knee with his thumb.

"Gwen, I-

"Shh! I got it, I got it..." she huffed, flicking her ponytail over her other shoulder and pressing the phone to her ear. "Come on, come on, come on..."

"Gwen..." he sighed, rubbing the bridge of his nose. "Gw-

"Shh! Pick up, Mom, please...pick up, pick up pick up..." He watched as she sniffed and her bottom lip trembled. "Please pick up...I wanna go home...Mom?"

Peter sighed sadly and dropped his face to his palms with a groan. Gwen sniffed and dropped her phone to her lap. "No signal...of course." she shrugged, licking her dry lips. "Of...course..." she lifted her phone and threw it at the cell bars as hard as she could, seeing the cover separate from the phone and the battery fly out, all the pieces clattering across the floor.

"I want to go home!" Gwen shouted. "God damn it, let us go!" she roared, her knees shaking along with her fists. "Where are you taking us?!"

"Gwen..." Peter sighed. She shoved him off lightly and cradled her knees, shaking her head.

"I have a Biology paper due tomorrow." She sniffed. Peter sat up and raised an eyebrow.

"Seriously? That-that's what you choose to focus on?"

"YES!" she roared, eyes flaring at him, filled with glassy emotion. "Okay? Yes, I choose to focus on that, because if I keep thinking about how we've been kidnapped, and taken far from our home in some...lunatic's Submarine - Oh god, my mom's gonna be worried sick, your Aunt?" Gwen scoffed as Peter's eyes lowered. "So...yes, I'm thinking about that, otherwise I'm gonna burst into tears again, so just let me have this!" she shouted, dropping her head back to her crossed arms resting on her knees.

"And it freaks me out how you aren't worried." She mumbled. Peter sighed and sat back against the wall, sniffing and running his thumb across his split lips, eyeing the floor.

"I am worried..." he sighed.

...

Kraven sat heavily in the Captain's chair of his Submarine, the once war room of the Submarine now a trophy case of furs and skins, coating the dead electrical equipment and screens from decades prior.

"Firing up rear propellers, fuel drives engaged, make haste...for we head home!" He smirked, entering the codes into the console on top of the armrest. "With my prizes intact." He grinned, sitting back in his seat, hands gripping the armrests as he felt the Submarine whir to life and accelerate with a metallic groan through the murky waters of America.

The huge war tired Submarine powered ominously through the darkened deeps of the sea, bubbles foaming midst the spinning blades behind it.

...

"I don't know anything, I swear!" Richard begged as Harry swung a fist across his jaw, a loud crack resonating through the deep marrow of his jaw hinge. Harry caught his footing from the heavy punch and swing of his fist, standing up straight again, Richard spitting blood out the corner of his mouth. "I...I don't-"

"Stop lying to me!" Harry snarled through gritted teeth. "What happened to my Father, tell me the truth!" He roared, throwing another fist, cracking across Richard's warped nose. "Oscorp are feeding me lies, I know it!" Harry huffed, rubbing his aching knuckles.

Richard's bruised and battered eyes looked up at Harry, and he saw the confusion. Richard shook his head.

"I don't know, okay? All I know is that he died in a car accident!" Richard pleaded brokenly, voice muffled by his swollen lip and lack of several teeth. Harry's fist stopped and his eyes widened into furious circles.

"What did you just say?" He snarled through gritted teeth and Richard flinched with a sob.

"A...A car accident, right?"

"No. Oscorp told me he died in an accident at work." Harry snarled slowly, vines of saliva billowing across his bricks of teeth. He grated his dentures and grabbed the collar of Richard's shirt, hauling him up out of the chair. "Why did you say car accident?"

Richard sighed and lowered his eyes. "Oscorp told us to keep quiet about it. I...I guess the story changed as it circulated!" Richard begged. "I-I-I'm sorry!" He begged as Harry dropped him heavily back to the chair, the chair legs teetering. Harry huffed and staggered back, running a hand down his face. "Please...I'm sorry..."

"Tell me the truth." Harry growled, pulling his stubby chrome revolver out of his pocket, popping one golden shell into one of the six empty chambers. He spun the cylinder with a swish of his hand. Richard's heart dropped into a pit of ice, his stomach churning like bees in a hive. Harry was playing Russian roulette. He'd fallen far off the deep end. Harry scoffed as he slid the cylinder into the gun with a click and flick of his wrist, clicking the hammer back with his thumb. "Now."

"I-I-I-" Richard stammered as Harry pressed the barrel to Richard's forehead, kneeling so he was eye level with him. Harry licked his dry lips and sighed.

"I am done messin around now, okay?" he flicked his combed fringe out of his eyes. "Tell me now, no more stammering!"

"I-I"

CLICK-

Richard screamed and cried as he felt Harry pull the trigger, the cylinder rotating round.

"Wrong answer!" Harry chuckled, shaking his head. "Try again."

"Oscorp, it-

CLICK-

Richard gasped loudly and clutched at his chest, his heart hammering heavily, throwing his head back to sob at the dark ceiling of the Osborn manor. Harry grabbed his nose and pulled Richard's head back down, his forehead clunking against the metal barrel.

"That's two, Richard, not many go's left!"

"Wait!" Richard begged, hands trembling as they came together, like he was praying. "Please...wait..." he begged. Harry sighed and reeled the barrel back slowly. Richard caught his breath. "W-We had to move the project to Oscorp tower, when our SINIAT facility was destroyed...Kraven he..."

"I sent him, I ordered him to bring you to me, now explain!" Harry pushed the barrel back against Richard's temple.

"Wait, wait, please! God, he umm...w-we moved 'Project I-Isolation' to Oscorp Tower's special projects, n-n-no one can get in there, only people with T-T-Tier One access can." He spluttered and wheezed.

"What is Project Isolation, answer me!" Harry gritted his teeth.

"I-It's your _Father_!" Richard cried. Silence dawned like a deafening explosion. Harry staggered back, dropping the gun from his trembling clammy hand, falling heavily into the opposite armchair, breath ragged and eyes wide.

"H-He's...Dad's alive?" He cupped his mouth with one sweaty palm, his other gripping the armrest tightly. Richard slowly nodded, ignoring the constant blood trickling down his nose.

"Oscorp recovered his body...his mind was functioning, but...his body was dead, h-he..." Richard gasped. "He was in a bad way, body charred and resting on a crushed car."

"What happened to him! Why was I told he died?!" Harry slammed a fist down on the armrest.

"We weren't even sure he _was_ alive!" Richard breathed. "B-B-But, you have to understand, he was a valuable asset! The CEO of Oscorp? T-T-The secrets, the codes, the passwords, all locked inside his head?! Losing him would cost us all a fortune, we'd have to start from scratch!" Richard panted. Harry scoffed and got up, picking up the revolver off the carpet.

"You saved him to save yourself money?!" Harry snarled. Richard nodded and closed his bleary eyes. "You kept him like a pig for slaughter, hooked up to some machine, so you could get him to spill his secrets, then...what, when he was no longer of use to you, what, kill him?" Harry shrugged, eyes furious.

"He endangered Oscorp's future with that Extremis project, it was unethical! If the damn hippies had found out, Oscorp would be shut down! That would effect my company's stock margin!" Richard begged. "He was a liability."

"Because he wanted to cure himself?" Harry scoffed. Richard nodded guiltily. Harry smiled and made Richard look up at him with the barrel of his gun under his chin. "Congratulations, Richard, you've brought yourself some time."

"I-I did?" He chuckled weakly, hysterically. "Oh thank you! Thank you, Thank you-

"Oh, don't thank me..." Harry sighed, clicking the hammer on the gun back. "It only bought you five seconds." He shrugged, lifting the gun and without hesitation, firing. A flash lit up the room for a millisecond and Richard's head jerked back, blood splattering over the walls as an earth shattering bang echoed. Harry sniffed and wiped his nose, shoving the revolver in his belt loop, shrugging his trench coat over his shoulders.

"I'm coming for you, Dad." Harry sighed, shoving a handful of bullet cartridges in his leather pocket. He looked at Richard's body and scoffed, shaking his head as he made his way to the front door, slamming it behind him on his way out.

...

Gwen sat in the corner opposite Peter, hugging her knees, blonde dirtied hair swinging across her weak eyes. She sniffed and picked a patch of dry mud off of her knee, flicking it off with her thumb. She sighed and rested her chin on her knee, simply watching Peter as he slept. He was incredibly weak, and it led to Gwen's train of thought. What if Kraven was invincible? He surely seemed that way. She shook her head. No, she was a woman of science, that every proton, every neuron not only had a reason to it's existence, but a weakness. If the very make up of life itself could be susceptible to weakness, so could he.

Peter mumbled and shuffled slightly, shivering. She hadn't noticed the drips of water from the ceiling, landing on his shoulder, sinking into and soaking his Spandex skin. She smiled sadly and got up with a groan, pulling on the hem of her skirt slightly. She walked over to him slowly, jumping at the Hyena's barking down the hall. She trembled a breath and went back to Peter, crouching beside him. She smiled as he mumbled her name in his sleep, yawning till his jaw clicked. She sighed and stroked his bruised cheek. He was slowly healing, yes, and rest would help.

It had been seven or more hours since they'd been kidnapped by Kraven, and Peter was slowly getting better. Gwen gently grasped his shoulders and moved him out of the dripping water's path. She saw him blink his eyes wearily and she 'shh'd' him gently, kissing his cheek softly, stroking his other cheek.

"Shh, go back to sleep, Peter, get some rest...shhh." she said softly to him and he slowly closed his eyes again. She repeatedly 'Shh'd' him gently and stroked his cheek. "I'm right here...I'm always right beside you...Shh...go to sleep, baby." she cooed, smiling at him as she gently stroked his thick chestnut hair. "I'm right here."

"You look after him well." She jumped and looked over her shoulder, blinking through the dark to see the illuminations light up Kraven's face, his wrist resting above his head as he leaned against the cage bars.

"Yeah, well, it's my job, and...he looks after me, so..." she mumbled, shrugging, turning her attention back to Peter. "Why am I explaining this to you?" she hissed with narrowed eyes over her shoulder.

"Mmm, well, teenagers, they crawl over each other like flies on a corpse, desperate to feel the tender flesh of love." he cackled, pacing back and forth. "I take it you remembered to use protection?" he laughed, shaking his head.

"Why? Your parent's didn't." she snapped back, raspy voice low. Kraven erupted in a bellowing laugh, stroking his silvery black beard. Gwen rolled her eyes and turned her attention to Peter, making sure he was comfortable.

"I misjudged you!" Kraven chuckled, wiping a fake stray tear from his eye with a huge finger. "You have fire in your heart, a rarity nowadays." he nodded, leaning against the bars again, metal creaking. Gwen's stomach rolled as she felt the Submarine belly tilt. "But...would I be right, in saying that that is not all you share with him?" Kraven asked, gesturing with a curling open palm to Peter.

Gwen moved over to stare at Kraven with daggers in her gaze and his eyes studied the asleep - unmasked boy.

"Just a boy. His whole life ahead of him...a pity-"

"Wait, wait, go back, what did you say?" she snarled. Kraven tilted his head. "About me?"

"You have a fire I have not seen since...well, a long ago time." Kraven shrugged. Gwen huffed, turning back to stroke Peter's forehead. "But, I can see it in your actions, the way you think. You think like him...no, there is more to you." Kraven smirked.

"Go away, how bout it?" Gwen nodded at Kraven, licking her dry lips. Kraven chuckled.

"You love this boy, don't you?"

"What would you possibly know about love?"

"Everything!" Kraven slammed his fist on the metal bars and it echoed loudly, Gwen jumping slightly. "Everything." he lowered his fists, eyeing Gwen through the bars.

"We are almost there. Prepare yourselves, and sleep well." He took a small bottle and popped the cork from it, rolling it into the cage, a green gas rising. Gwen coughed and spluttered, but before she could get up, her eyelids fell, and she was fast asleep on her side with a thud.

Kraven sighed and ran a hand down his face, pacing back to the control room - his lonely throne. He reached against his pectorals and pulled the locket up to his eye level, flicking it open with his thumb. Inside was a black and white photo of a gorgeous pale woman, long black hair, a big content smile on her cheeks. Kraven smiled and sighed as his thumb caressed the photo.

"Sasha, my angel..." he mumbled, shaking his head and closing the locket in his huge fist, trudging back to the control room.

...

Oscorp Tower, situated within the high rise horizon of Manhattan, glistening in the daylight. A reflective band of white light wobbled like liquid along the glass exterior of the titanic tower. Taxi Cabs raced by it's tide of curbs and concrete, people's feet lapping like leather waves along the shore of the tower. A tall, black trench coat clad figure walked up the curb and paced towards the tower, a black scarf pulled up over his mouth and nose, a Baseball cap over his hair. His hands tucked deep in his pockets, one fiddling with the chrome revolver grip.

A security guard paced up to Harry. "Excuse me sir? I need I.D?"

Harry sighed and lowered his scarf, pulling out his Oscorp I.D. The man took it and looked back and forth from photo to man.

"I own this company now, does that help?" Harry shrugged, huffing loudly.

"Sorry sir, no you don't. I can't let you in." The Guard sighed, jutting his chin out as he handed the I.D back to Harry. Harry eyed him with confusion, lips pursed.

"Wh...Wh...n-what?" Harry shook his confused head, eyebrows furrowed. The Guard whispered something into his sleeve, and Harry caught the glimpse of two more security men on the way from the Lobby.

"Sir, I'm gonna have to ask you to leave-

Harry grabbed the man's wrist and pulled it behind his back, pressing the revolver against the side of his head. He paced into the lobby of Oscorp tower. Screams erupted from staff and the two security Guards raised their palms.

"Get back! Or I'll kill him!" Harry shouted, flitting the revolver back and forth between aiming at the two guards, or the Guard in his grip. "I'm not kidding, get back!" Harry roared, voice crackling.

"Sir, It's Osborn, Richard cracked, Harry's come for Project Isolation." A guard's voice echoed over the comms.

"Damn right I have, what is this?!" Harry shouted. He received no answer and saw the two guards before him reaching ever so slowly for their sidearms at their hips. Harry grit his teeth and growled, kicking the guard in his grip in the spine, making him stagger towards the two guards, who drew their sidearms. Harry dived behind a metal desk, pulling it over on it's side for cover.

Here he was, in a shootout within Oscorp Tower's Lobby. He pulled the scarf up over his nose and covering his mouth, breathing heavily as he checked the chambers of his Father's revolver. His heart hammered in his throat, and thought badly about how all these actions over the past month had drove him to this point. But he couldn't stop now, he was about to get his Father back, no matter the cost.

"Harry's behind cover, take him down, Boss's orders!" A guard ordered the group, as Heavily armed Oscorp soldiers clad in black uniforms arrived through elevator doors, rifles raised.

Harry aimed over the desk and fired the revolver, hitting one of the guards in the shoulder, knocking him to the ground. He sunk back below the desk once more, just as a hail of automatic gunfire doused the desk. He blew a shaky breath through his concealed lips and checked his revolver's cylinder. Four shots left.

He peered up over the desk and saw four armed guards, along with the three guards he encountered on arrival. The ones clad in black armor were wielding rifles, while they were only using pistols.

"Cut him off, do not let him reach Special Projects!" a guard roared. The help desks in Oscorp's Lobby were empty and covered in smashed glass, a few attendees hiding behind the table, screaming. The holographic display of Norman Osborn's memorial still flickered above Harry's head, and it made him angrier.

_"The tragic passing of Norman Osborn and his son Harry has affected our great company, but with the guidance of our new director, we know Oscorp will shine on in the beautiful future of science!" _the cheery female A.I of Oscorp tower announced on a loop across the speakers of the lobby. Harry's eyes bolstered wide beneath his cap.

"He's still alive, and so am I you sick bastards! What is this, a Coup?! Argh, I'm gonna get him outta here!" Harry spat, aiming over the table and firing again, hearing a dull thud and seeing a black soldier's balaclava head jerk back violently, a spray of red misting behind. He fell to the floor and Harry sunk back behind the desk, covering his scarf covered mouth with the side of his quaking palm.

"Whew, don't lose your nerve now, come on." Harry spurred himself on."Here goes." He darted out from behind the desk, running as fast as he could to the large cylindrical cover of the holographic projector in the middle of the pristine white lobby, covered in bullet holes and smashed glass. He slid behind the chrome cover and pressed the heel of his palm to his heart, breathing slowly and deeply to calm his fearful heart. To be fair, this was his first ever firefight.

"Screw it, just got orders from the Director, get down to Special Projects and Unplug Osborn!" An Oscorp soldier announced, thumbing over his shoulder. A guard nodded and ran towards the elevator, entering a code and swiping his name tag.

"No." Harry breath, leaning out behind cover and firing his revolver, the guard at the elevator falling to the floor in a heap, crying out in agony as he clutched his heavily bleeding thigh, red liquid oozing over the marble floor.

Harry looked at his gun, seeing two golden shells left, Five men left standing against him. Harry crouched back behind cover and stemmed his breath again, seeing a chunk of marble explode beside him as bullets doused the cover he was behind. Loud gunfire crackled, echoing around the Lobby.

"Someone get down to Special projects!" A soldier shouted, darting out from cover. Harry quickly leaned out and fired a bullet, his wrist jerking back from recoil. The man cried out and he dropped to the floor as his ankle cracked and fell from under him, blood trickling over the marble. Harry got up from cover and ran out to the now arriving elevator that the guard had called earlier.

He sprinted and slid into the elevator, just as the doors shut, the glass clanking and cracking as the guards fired at him.

_"Which floor would you like to visit?"_ the female A.I said with an unseen smile.

"Err, Special Projects!" Harry flinched with every crack of the glass. "Now!"

_"Taking you to Special Projects." _

Harry sighed relief as the Elevator began it's decent downwards, leaning his back against the elevator wall, pulling the scarf from his mouth, panting loudly. "Uhh...too close." he swiped sweat from his brow. Harry's mind raced a mile a minute, his heart hammering up his throat, till he gulped it back down. So many unanswered questions dawned and roared around his head in a whirling maelstrom of thought. A Coup to rid Oscorp of both Osborn heirs, Norman the creator, and his son Harry? Why, and who was in charge now?

Harry gasped, running a hand up to pull his cap from his hot and sweaty scalp, matted hair spilling out. He remembered, in his drunken and murderous stupor, where he held a gun to Heather Langhorne, she said-no, begged, _"You're the heir to Oscorp!"_

and he brokenly replied: _"No...Not anymore."_

He'd never wanted this anyway, a company this size to weigh his life down. But he never could've dreamed that instead of cutting himself from the company's heart like a vital valve, they intended to be the ones to do the cutting. Oscorp had betrayed their founder, keeping him hooked up to a life machine so they could take his secrets from him, and then terminate the ill man.

Harry pulled his cap over his head and tucked his scarf over his nose, eyes intent as he aimed his revolver and stepped through the shattered glass of the spasming elevator door. No, not if he had anything to say about it.

...

Danny sat in his cell at the station, looking down at his cuff bound hands, distant gaze peering through them. His eyes were puffy and tired, bags having sagged under his sore lids. He shuffled his restless left leg, the cybernetic right scraping along the cold concrete flooring. A groan rumbled up his throat as he stretched his tight shoulder muscles, like hard hot clamps crushing the tissue.

The door unlocked and creaked open, Danny lifting his gaze to see an Officer walk in with a jangling set of keys and a stern expression. He stood rigid by the door and placed his hands behind his back.

"I want my phone call." Danny retorted with a scoff. The officer shrugged.

"No. You'll have to deal with seeing them in person." he smirked.

"Wait, what?" Danny sat up right, eyes wide. His gaze glued to the door frame when two blonde women walked in, One with a tissue to hide her sniffing nose and dab her tearful eyes, and the other slightly older woman with tired red eyes.

"Sarah? Helen?" Danny asked as he addressed his crying wife and Gwen's mother. Helen sighed and wet her lips, stepping aside as Sarah - already in tears, stormed up to Danny and swung her palm across his face, a loud resonating slap echoing. His head jerked to the side and his cheek stung hot, as he rubbed the affected area.

"You Asshole! You murdering asshole!" she screamed at him. "I trusted you, I believed i-in you!" she begged, Helen stroking her back. Danny sighed, rubbing his cheek, looking at his wife. Her short bob of white blonde hair, pale round face and a handful of soft freckles dotted along her cheeks. She dabbed her nose and sniffled, blue eyes falling to the floor.

"I didn't kill Paulie, and I certainly didn't plan to kill Parker!" Danny scoffed. "Jesus, you know me! I-I mean for Christ sake, I expect this treatment from...these guys..." he gestured his chained hands to the guard. "But not from you! Christ, I thought you, of all people would know I didn't do it, that I was damn well framed!" He roared. Sarah kept her fists shaking and her bottom lip trembling under her gritted teeth, eyes weary and bleary. Danny sighed and a look of utter defeat and upset flooded his eyes. He gently and gingerly reached for her shaking hands.

"H-Honey...please...you're all I've got-" He looked at her presently flat stomach, that will within months grown and begin to show their love. He sniffed. "Both of you are all I've got."

"I don't want to hear it! I-I...I'm here for Helen, not you." She hissed, but he could see the hurt in her own eyes, blue iris's flooded with salty tears.

"W-What?" Danny asked, eyebrow raised. Helen sniffed and crossed her cardigan sleeved arms. She brushed a lock behind her ear and sniffed again.

"It's Gwen...a-and Peter. They've been..." Helen's lip quivered and she cupped her mouth, eyes watering. "Th-They've been kidnapped." she sniffled. Danny's eyes bolstered wide and he gaped for words.

"W-What? How? Who? When?!" He asked frantically. Helen rubbed her fingertips across her nasals.

"Yesterday. W-When Peter's Aunt phoned me, telling me they hadn't come home by nightfall, and that they weren't returning her calls, we both started to worry." Helen trembled. "My baby girl is...god only knows where!" She cried. Danny's eyes fell to his lap.

"So..._Andrew_...we need your help." Sarah snarled. Danny stared up at her.

"Please don't call me that." he muttered, shaking his head.

"That's your name." She snapped.

"_Was_! Damn it, it _was_! I left that fiasco of a life for a better one, one with you!" he said with a crack in his voice. "For god's sake, Sarah, I love you!" He pleaded. She looked down and he got up off his bunk, stepping closer, hand cuffs jingling. She stepped away slightly but he softly cupped her chin, making her look up at him. "I love you so much, and I am so sorry I kept all this from you...I just wanted to keep you safe." he begged in a whisper. Sarah smiled slightly and lifted her eyes to meet his.

"Sarah, honey, baby, I shouldn't have kept my past from you, but I didn't even know where to start. I never meant for you to get hurt, never. Please, please, you know me, you know I'd never kill Paulie, he was my friend. I was framed." He sniffed. "I was, I was."

"That doesn't matter now. We can sort out _our_ problems another time." Sarah pushed away from him slightly, standing besides the lonely and frail Helen. "Right now, she needs your help."

"My help? How?"

"Well...Andrew Church..." Helen said sarcastically, very weakly, as Danny rolled his eyes with a huff. "...I still have some friends in the right places, thanks to George." Helen smiled as the memory of her late husband. "Lotta the Officer's here, old personal friends, they'd do anything to help George's wife or his little girl and sons. They told me about you. Your past."

"All out in the open now." Danny sighed, sitting heavily on the lip of his bunk, rubbing a thumb under his bottom lip. "So...why'd you come to me for help...dunno if you can see these..." he wiggled his wrists, cuffs jingling. "I'm in lockup...Had it coming for a longtime I guess." he mumbled, shrugging. Helen bent down and hooked a lock behind her ear.

"Danny...please. You were a hired gun, a-a mercenary, and what happened in your past, that's between you and Sarah, but...I need your help." She asked, her voice weak and frail. "Please help find my little girl, and Peter."

"And Peter?" he asked. Helen's eyes hardened.

"Whether you like it or not, that boy is a big part of my family now, He never, ever lied to us, unlike you." Helen snapped.

"You sure bout that?" Danny asked, eyebrows raised in condescending aura. Helen's eyes lowered, knowing what he was talking about. But, Peter had trusted his vigilante identity to her, and he'd saved her family countless times. Helen didn't know when she'd began to feel a motherly protectiveness over Peter, but however the case, she'd keep his secret a well guarded secret for as long as Peter wanted her too.

"He...never...lied." She said slowly, hard as nails. Danny shrugged and stood up.

"So, what'd you want me to do?" he huffed. Helen stood too, shrugging.

"I dunno, old contacts, old friends, anything." she asked. Danny sighed, and rubbed his neck. "Please. You're the only person I thought to come to." she sniffled. Sarah stood beside her and dropped her gaze every time Danny peered at her.

"Okay...Okay, I'll umm...I'll see what I can do." He shrugged, voice weak and quiet. Danny's eyes widened at a sudden thought, and Helen inclined her head slightly in confusion. "Gustav."

"Who?" Helen asked.

"Gustav Fiers; he got me out of my old life, but also betrayed me...killed Paulie, framed me, locked me up in here." He shrugged. "He's obsessed with that Parker kid."

"Why?" Sarah asked. Helen shrugged at her and looked at Danny with big, pleading eyes. Danny stared back and sighed.

"Dunno. I think it had something to do with his Father, that...Richard Parker who worked at Oscorp...but, I dunno." Danny shrugged, sighing heavily. Helen looped a lock behind her ear and hugged her upper arms.

"The Plane Crash Accident?" Helen asked. Danny eyed her curiously and Helen shrugged. "Peter told me about it. We umm...we had a lot to talk about while Gwen was in Hospital." she chuckled lightly. Sarah stroked her back supportingly.

"Look, I'm not gonna be much help in here, but...If I were you, I'd be careful. This Gustav Fiers, he is not to be messed with. Guy's manipulative, h-he's a damn genius."

Helen hugged Danny. "Thank you." she whispered. He smiled sadly and hugged her back.

"Yeah...no problem. I'll umm...I'll call some old friends, see if they can help you out." he smiled as she leaned back. Helen went to leave, but as Danny went to sit down, defeated, Sarah had stayed.

"Sarah?" he asked with a gulp. She sat down beside him and looked deep into his eyes, as if she could see the truth, that he didn't kill Paulie.

"We have our problems to talk about, right?"

"Right." he smiled.

...

Harry stepped through the dark and cramped halls of Special Projects, deep below Oscorp tower and the intertwining streets of Manhattan, the veins to New York's pumping heart. His own Heart hammered heavily and he gulped with an audible click, stepping through the tight clanking halls, steam hissing and venting through the red light illuminated ceiling panels. He jumped and gasped, his heart leaping from his rib-cage every time a sudden venting of steam hissed loudly, hot against his ear.

"Okay, Okay, Special Projects, Special Projects." He mumbled to himself, stopping at a large mechanical door. Two triangular glass panels sat parallel on the thick metal door, flashing in the deep red light. On the door was a square lock, with a thumb print scanner. Harry pressed his thumb against the cold gelatinous panel, feeling it squish under his pressure.

_-Warning, you do not have clearance to Oscorp. Please leave immediately-_

Harry studied his thumb and growled, shaking his head. "What is this? Total Osborne kick in the crotch?" Harry grumbled, pulling out his revolver and blasting the lock apart, gun reeling sharply in his grip.

The door spluttered and hummed upwards, disappearing into the ceiling.

_-Welcome to Special Projects wing- Alpha/Beta stages-_

"Uh huh, now I'm welcome." he rolled his eyes sarcastically, stepping into the large open room, illuminated by deep blood red lights, blaring in the corners. "What is all this?" Harry asked himself, looking inside the large square glass displays. His eyes raked over the half built Rhino mech suit, copper veins and wires spilling from the metallic belly, legs missing, suspended to the ceiling by large thick cables. Harry moved away from the horned mechanical beast, eyebrows furrowed curiously.

He peered into another glass enclosure, eyes raking across the Four mechanical octopus limbs, spouting from a wall mounted harness of some kind, Oscorp printed all over the metal skin. The large mechanical claws at the end were dipped into pods on the ground, keeping it rigid and supported without a wearer. Harry rubbed his chin in confusion and carried on, peeling his eyes off the projects.

He paced passed the Vulture wings, the Glass Sphere of swirling black liquid, until he came upon one that made him drop his revolver with a clank, hands weak, jaw slack.

It was stood erect, tall and monstrous on a Man-made demonic Glider from hell, cast in torn green and black armor. The left side scorched and melted, rigid titanium now bulbous and solid, but once liquidized and scorched to melt down and drool across the severely damaged armor. Beneath the shattered sections of armor on the left pectoral and collar piece, lay wires and mechanisms, now sunk down and scorched into the overlapping flesh and skin beneath its inner workings. Harry cupped his mouth and staggered back, eyes wide and teary on the glass container.

"D-Dad?" Harry breathed, staring up at the silent and still man atop the repaired glider. Hundreds of wires and cables stuck and protruded from Norman Osborn's destroyed face, his left cheek ravaged and ruined, to the point where his bleached skull was visible, dabs of hardened flesh sticking to the bone, ropes of burned muscle tissue supporting his otherwise slack jaw. Harry stepped forward slowly, eyeing Norman's still body, head down to the floor, bone revealing chin against his scorched collar piece.

Harry pressed the release button, and with a hiss, the glass shield lifted up into the ceiling, Letting Harry enter the chamber, and pace around his Fathers inanimate state. Harry's sickened eyes turned away from the left side of his face, being able to see through the absent cheek flesh and to see the inside of his mouth through his bleached yellow teeth and jaw bone. Harry gasped to himself and hugged his body, lip trembling.

His Father was the Goblin, all along. Harry didn't know how to deal with that information. Computer screens in the corner were beeping and reading Norman's weak vital signs. Harry eyed them and saw they were trying to wake him up, to revive his Father, but only to learn his secrets.

"Impressive, no?" a voice said, and Harry gasped, looking at Gustav Feirs as the silhouette paced out of the shadows. "Bet you never knew that, did you? Your great Father, CEO of Oscorp...the man behind the Goblin." Gustav chuckled, marveling upon the stasis man.

"No...I-I had no idea..." Harry mumbled to himself, wiping his eyes. "Wake him up, l-let him go."

"I can't do that I'm afraid ,Harry. I cannot let him go, in fact..." Gustav snapped his fingers, and suddenly all the doors lifted, Armed soldiers running in, training their weapons on Harry, who shut his eyes tight in defeat. "I can't let you leave either. Seems cliche, yes, but you see...you've seen to much."

"It was you. You ordered them to kill me, my Dad?!" Harry spat at Gustav, who paced behind his soldiers.

"You believe that your Father would leave a multi-billion dollar company, in the hands of a child, a teenager?" He scoffed. "Never. It's ridiculous. No, he left it to two people. In his will, Norman stated that Oscorp will be passed to his colleague, Richard Parker, but if he was - say - unavailable...then Oscorp would fall to his other colleague...Gustav Feirs." He gestured to his chest, grinning. Harry eyed his Stood still, unconscious Father, eyes falling to the floor.

"So...get me and my Dad out of the picture, and it's all yours?"

"Exactly. When we heard what had happened to Norman, his company rushed to save him...well, his mind anyway. You see, a man like Norman has so many secrets in his mind, it'd be unpractical - hell, stupid, to see them fall to waste." Gustav explained, walking around the barrels of the armed guards. Harry licked his dry lips.

"With Richard Parker already dealt with, I had only Norman left to purge...well, and you."

"I trusted you." Harry shook his head.

"Mmm, well, that was foolish, wasn't it." Gustav paced around the guards and stood before Harry. "Apologies for misleading you, Harry. Take him to the generator room and kill him there. Gunshots...and screams, will never be heard over those machines." Gustav chuckled, turning his back to Harry and placing his hat on his head, walking away, hands behind his back. "Goodbye Harry, and Goodbye Norman." he laughed, the doors sealing behind him.

Harry lunged for the hovering Glider, covered in cables and batteries, all hooked to Norman's mind. "Dad! Dad, please it's me, Harry! Dad, please! Daddy, wake up!" Harry begged, being dragged off the decking by the guards. He kicked and punched, but they hauled him away, his shoes scuffing against the floor. "Dad, wake up, please! I need you, please!"

Norman's steady beep of a slow, almost deceased heartbeat began to thrum to life, beeping faster. Machine's began to light up, overheated, whirring loudly. "Dad please!" echoed around the hall, Guards laughing as they dragged the boy from his Father's body. Norman's gloved hands tightened into slow curling fists, leather creaking.

"Dad, help me, I need you, Dad!" Harry cried, clawing his way out of the guards tight grip. Norman's heart monitor went frantic, all the bulbs glowing bright and brighter til the filament popped, glass shattering. "Wake up, please!"

And then, his last remaining eyelids shot open, pupils sharp and irises bright green. The shredded eye in his bony left socket glimmered green slightly as the remainder of his lips creased into a gritted grin. The remainder of his long, Goblinesque right ear twitched, his left one no more than a scar tissue stump.

Suddenly, a booming roar echoed across the red light labs, Harry and the guards all falling deathly silent.

**"Grrr...SPIDERMAN!"** echoed in a demonic voice, resonating off the walls, causing all the glass containers to flex and wobbly, some cracking. The sound of turbines whirring to life rumbled across Special Projects. The guards all dropped Harry to the floor and lifted their rifles, aiming towards The Goblin cage.

The silence was harrowing, terrifying. Harry got up on his knees, watching the men aiming and pacing slowly to Norman's enclosure. Suddenly, a round orange Grenade rolled across the floor, landing at their feet.

"What the..." one of the men asked, eyebrows raised beneath his Balaclava as he reached down and picked it up. It began to rapidly beep, and a green light blinked quicker and quicker. "Oh shit, grena-

The room erupted in a titanic fireball, blowing Harry against the wall. His ears were ringing and he cupped them, grunting in pain. Shrapnel and blood sprayed out across the floor, the room glowing orange with lapping flames. Smoke choked his lungs and Harry blinked hard to focus his weak eyes. Destroyed and burning bodies littered the floor, and Harry tried to hold back his gagging. He peered up and a silhouette hovered through the smoke, a green glow beneath the Glider.

Harry gasped at the sadistic grin on his Fathers destroyed face, green eyes glowing. "Daddy is no more, Harry! There is only...Goblin!" Norman exclaimed, puffing his chest out and clenching his fists at his sides, laughing demonically to the sky. "I feel so alive, so free without your Father's sense of right and wrong!"

"Dad..." Harry breathed. The Goblin cackled and his Glider took off, wailing down the tight halls, green glows tracing down the metallic alleys, muffled explosions rocking the building, alarms blaring. Harry collapsed to the floor and hugged his knees, crying into them. "W-What have I done?" he gasped to himself, left in the smoky ruins of Special projects. "Dad..." he cried.

...

Policeman and ambulance crews stood around the lobby, looking over the dead guards, blood staining the floor. Plastic bags and rubber gloves picked up the shell casings for forensics. Yellow tape cordoned off the doors to Oscorp Tower and Police cars littered the pavement, red and blue lights flickering.

Suddenly the wall erupted in a titanic explosion of brick and titanium, chunks of crumbling marble cascading down and smashing across the floor. Police officers staggered back, eyes wide as they tried to direct people out of the Tower.

"Get out of the tower, now, it's unstable!"

"Oh no, the Tower's fine..." a gruesome voice laughed. The Glider hovered out of the huge smoking hole in the wall, green light glowing across his ruined features. "...I'm the one that's unstable." The Goblin laughed. People's eyes widened fearfully as The Goblin swung his wrists, a flurry of orange grenade falling and bouncing across the marble. Officer's screamed and turned to run, but with a bright green flash, their skin turned to ask, flesh turned to dust, and blood evaporated, charred skeletons dropping to the floor.

The Goblin hovered around the lobby of Oscorp Tower, laughing manically as he lifted the Glider higher and higher, looking through the glass windows of the upper floors, grinning maniacally as he lifted his right wrist and aimed, firing a grenade from his gauntlet, smashing through the glass, sending it flexing and shivering down to the long drop below. Scientists ran and screamed, trying to get out of their labs, only for the grenade to explode, and take them with it in a massive eruption of smoke and fire.

"Guess who's back, Baby?! Where's my Spiderman? Where's Peter Parker?!" The Goblin roared. "I miss my old adversary! He owes me a rematch!" he laughed, clenching his fists, sending four missiles firing out from the Glider, on horizontal columns of smoke. The entire upper floor exploded in a massive fireball, fire lapping through the popping windows, sending a huge pillar of black smoke rising higher and higher into the New York skyline, hugging Oscorp Tower in thick soot.

Scientists screamed and ran, trampling each other to escape the Goblin's murderous spree of anger and madness. "If I can't have Oscorp, no one can!" Norman roared, launching a grenade from his swinging wrist at the Lobby, blowing the epitaph to Norman apart, crumbling and cascading down, tumbling to a loud echoing bang, the hologram of Norman flickering and disappearing in a ball of smoke.

Oscorp tower was now a burning monument to science's sins, huge black clouds rising into the ozone layer, Police sirens wailing over the dull echo of screams and terror. The green glow of the Goblin's glider shot out of Oscorp tower, flying across the blue sky and disappearing into the distance...and Spiderman was nowhere near, or anywhere to be seen...

* * *

**Author's Notes: So...He's back. The Goblin is back. The moment I wrote the fight in Gwen's apartment, when the grenade ripped his face apart, I knew it would be the perfect way to not only give us a break from him and want this great villain back, but it allowed me to let Gwen and Peter heal and reconnect, you know? **

**With Kraven introduced and Gustav, it's all going to get very interesting. Peter and Gwen better get back to New York soon, for the Goblin is back! **

**BTW, did you know I had a deleted scene/idea, where Norman's mind was removed from his destroyed body and made into an A.I by Oscorp, but he took control**** over**** of a Mech and made it look like the Goblin. I was gonna call it the Iron Goblin. Glad I ditched that idea.**

**Anyways, love you guys, and let me know your reactions to this chapter! - Dave**


	26. Every Hero has their Origins

**Author's Notes: Hey guys, long time, I know. Here it is, the latest chapter, the most rewritten chapter I've done. Seriously, I must have rewrote this thing near enough eight times! I just, I wanted it on par with the rest of my story, to fit in, you know? Hope you guys like it, and thank you for the kind support with my ear problems. It's starting to heal, and the pain isn't as bad. Thank you so much, for everything, the support, the two hundred reviews and hundred followers and favorites. Thank you for all of it guys. So, shall we set this story on it's path to the final battle? I think so! Enjoy - Dave**

* * *

_"Hey sweetheart."_

_"A-Am I..I'm dreaming, right?" Gwen asked with a sniffle, sitting in the cop car beside her Father, his usual stern yet loving demeanor plastered across his wrinkle creased face. The windows were blocked with bright white illumination, as if the car was seated in an infinite expanse of pure white light. Gwen wiped her glimmering huge eyes, rubbing the tops of her wet fingertips across her sniffling nasal._

_"Hey, no crying Gwenny, okay?" He smiled, leaning across the gear-stick to gentle brush the lines of glistening wet tracks off her round cheeks. Gwen smiled weakly and scoffed, shaking her head and leaning back._

_"N-No, y-you can't...how-_

_"Mm, yes, this is a dream...well, your dream. Guess it's bout time you and your old man had a chat, huh?" he chuckled, gentling prodding her pale forehead. "See what else is going on in that big brain of yours, besides Biology and homework." He smirked, Gwen giggling weakly. He sighed contently and set his large vein rooted hands in his lap, eyeing Gwen. She licked her dry lips and sniffed, swiping a long lock of gold out of her eyes. The police scanner on the dashboard seemed to buzz and crackle occasionally, even though they were seated in white nothingness. _

_"I've umm...I've had this sort o-this kind of dream before, y-you know?" she sniffed, squinting at him, looking for his understanding. "B-Being sat with you...having a talk w-we never had before..." she sniffled. George nodded, smiling weakly. "But...I never know what to say." she shrugged, eyeing her lap, fiddling with the hems of her sleeves. _

_"Well, that is very unlike you, usually you always have something to say." George smirked as Gwen scoffed, shaking her head, trying to hide her smile. __"Right, well, I'll start then." George chuckled, shrugging in his seat, clearing his throat, looking out the windscreen at the featureless white light. "How've you been?" he licked his leathery lips. Gwen chortled sarcastically._

_"Oh yeah, no I've been super, fantastic, out of this world amazing! Absolutely fu-_

_"Gwendolyne!" George sighed. "Watch your language."_

_"Well, I-I mean how do you want me to answer that?! huh?" she sniffed, wiping her sleeve under her button nose. "How? How do I tell you I've been okay? Cos...I haven't! I-I really haven't!"_

_"I can...imagine." George sighed, rubbing his brow, wrists leaning on the steering wheel. Gwen sighed and eyed her lap, an awkward silence filling the car, the absolute deathly silence echoing from the empty white expanse, enveloping the outside of the car. George eyed his thick calloused fingers, rubbing the silver wedding ring on his index._

_"Why'd you tell Peter to stay away from me?" Gwen blurted suddenly, making George peer at her. "W-Why did you-I mean I know why, it's you, of course you'd do it to protect me, but why, why tell him off like that when he certainly didn't deserve it!" Gwen caught her breath after stumbling over her words. George stared at his daughter solemnly._

_"Yes, I told Parker to leave you out of it, to keep you safe. But...here he is, inevitably coming back to you." He scoffed, shaking his head. "You nearly ended up here with me, because of him-"_

_"No! Because of the Goblin, don't you dare blame him!" Gwen snapped. "Don't." she shook her head._

_"I...Will not...see my daughter here at the age you are, I will not have you die!" George snapped. "I only wanted to keep you safe." He sighed, mumbling, intently studying the dashboard._

_"It's not your choice." Gwen mumbled, fiddling with her fingers, shaking her head. "It's not, it's not your choice, it's mine, it's his." She sniffled, George's tired eyes peering over at her. "I love him Daddy, I do...and I know he loves me. When we were apart...y-your promise? H-He kept it, for quite a long time actually..." Gwen scoffed. "When we were apart, it was a living hell. I-I know you told him to leave me alone, to protect me, but Daddy...it hurt so much more without him." Gwen sighed, eyeing her lap._

_"Well, it doesn't matter now, does it?" He shrugged. "Look, I now Parker's a good kid, I do, but Gwen, honey, he's putting you in danger...and now, I know that you're...you're gonna be a bigger part of that danger." He eyed her fingertips, sighing. Gwen noticed his gaze and peered at her own hands, the minuscule hooks poking out of her fingerprints._

_"Yeah...umm...bout that..." She blushed, scratching the back of her neck._

_"Good thing I'm not still around, cos you know I'd string him up by his-"_

_"Daddy." Gwen chuckled weakly, George laughing faintly too. "I know...this isn't what you...envisioned for me. You saw me married to a safe and quiet scientist, in some house with loads of babies, but Daddy..." She looked up at him. "You know that isn't who I am." George sighed, nodding weakly to himself. "I've got my Dad's genes alright, always out for danger." She chuckled weakly, watching him out the corner of her eye as George scoffed, shaking his head._

_"Don't blame your old man." He laughed. _

_"I know...you wanted me away from violence, from danger, but...now?" she rubbed her hands together. "I dunno." she sighed, shrugging to herself, eyeing her lap._

_"Yes you do." George scoffed at the very notion as he smiled at her, her large green eyes looked up and widened upon him. "You're my hero. My baby girl." He smiled, a single stray tear overlapping the bank of his eyelid, trickling down his dry skin. He reached over and rubbed Gwen's cheek with his hand, smoothly. "Y-You're my baby girl, you always will be, from the moment you first cried in my arms, tiny, my god you were so tiny..." He sniffled, Gwen blinking over tears too, as she leaned into his hand. "But...I can't haunt you anymore, I can't weigh you down, honey."_

_"Daddy-_

_"No, it's true, I've been holding you back, but, this is your life, I know that now, I see it now." He blinked, tears hanging to his eyelashes. "I never wanted this life for you, a life of stopping crime, of protecting people, because I of all people know how hard it is." He sighed softly. "But, I guess you have a responsibility now, like I did." He smiled. "You, m-my baby girl, who I watched grow into the beautiful young woman you are today, you have gifts I can never understand, you have a responsibility to use it wisely, and I know you will, I do." he smiled, Gwen blinking over her hot stinging tears. "I wanted you to have the perfect life, the perfect job, the quiet safe life...but it's yours to control, your choices to make."_

_"That doesn't sound like you, Dad." Gwen smirked with a quivering lip._

_"Just, whatever you decide to do...know you have my blessing, my support." He leaned over, hugging his daughter tightly, Gwen sinking into the warmth of her father. "Be safe, be careful...because I know-Peter knows, that you're going to make enemies. People will get hurt. Sometimes the people closest to you. So I want you to promise me something, okay?" He hugged her tight, kissing her cheek. "Leave your Brothers, your Mother out of it. And...please, please be careful, okay? And also, you promise me you'll stay true to who you are, do what you think is right." he chuckled under his breath "I know you will, I love you Gwenny."_

_"I love you too, Dad." she cried softly. "But, I don't want to lose you...to forget." She hugged him tighter, afraid to let go, to lose him. _

_"You never will...just remember, there is a huge difference between letting go, and forgetting." George smiled. "You gotta learn to let go, honey, for your own peace, not mine." He beamed, Gwen eyeing her lap. __"Now, chin up, shoulder's back, and go, cos you're my Hero." He smiled at her, reeling back into his seat, Gwen sniffling. "...and every Hero has their Origins."_

**Chapter Twenty Six: Every Hero has their Origins**

**...**

The belly of the Submarine shifted and groaned in the ocean current, the hull creaking and moaning as metal scraped on metal. Gwen lay on her side, asleep, lungs filled with the sleep inducing potion Kraven had rolled into the room, the now empty bottle rolling around the shifting and listing ship.

The green bottle rolled under the bars, and then as the Submarine listed again, rolled back under, gaining speed, clonking against her head.

"Hsss, argh!" Gwen rubbed her head, hissing as she sat up with a groggy groan, blinking hard. She watched the bottle rolling back and forth across the floor, before turning to check on Peter, still fast unconscious and healing. Most of his bruises were now faded purple marks, which meant he was on the mend, thank god. Gwen got up on her knees and clicked her tight neck, mumbling under her breath as she eyed her cage with hate.

She huffed as her fringe fell into her eyes and she flicked it back, feeling a metal clink against her nails and tug on her hair. She raised and eyebrow and fiddled with the clip, freeing it from her hair. She held it between finger and thumb and gasped to herself, a smile on her lips.

"Ah! Yes, Yes!" she whispered, shuffling over to the prison door. "Okay, okay, how'd they do it in the movies..." she mumbled to herself, pushing her hair out of her eyes and pealing the small metal clip into a long stick. She reached her small hand through the bars and fiddled the clip into the lock, feeling it pluck against the cogs. "Okay, like that, now...do I just..." she stuck her tongue out as she concentrated, head pressed against the metal bars, trying to reach her whole arm out and fiddle with the lock. She twisted her wrist and wriggled her fingers, moving the pick in the lock.

"Come on, come on, come on..." she whispered to herself, "Oh come on, please, please-"

_CLANK!_

The door unlatched and Gwen gasped over a massive grin.

"Yes! Yes oh, you little beauty!" She kissed the metal clip. "MWAH!" She folded it up and stuck it back in her untamed golden locks. "oh, I do love being a girl!" she chuckled, getting up and gently padding over to Peter in the corner, feeling the ship sway and groan under heel, making her stagger slightly. They were definitely in unruly waters now.

"Hey, Peter, wake up." she shook his shoulder lightly, but he didn't start. Gwen crouched and shook his shoulder, slightly harder. "Peter, come on, get up!" she whispered. Once again, he never budged. "P-Peter? Oh, come on, wake up, wake up!" she shook his shoulders harder and more violently. "Wake up you Doofus, stop playing with me!" She shook him hard and groaned when he didn't move.

She gulped and gingerly placed a pair of fingers against his throat, feeling his pulse throb under his skin. She sighed relief, lowering her head to her chest. "Thank god." Gwen lifted her head and licked her dry lips, sighing as she stroked his jaw. "Okay. You umm...you stay and rest. Heal, okay?" she leaned forward and kissed his forehead softly, stroking his chestnut locks out off his brow. "I'll be back, I promise."

Gwen sighed heavily and got up, tying her hair back into it's ponytail with a bit of frayed, short rope found on the floor. She wiped her eyes and sniffed bravely, before tugging on the hem of her skirt and slowly stepping to the unlocked door. Gwen took a steely breath and lowered her chin to her collarbones, shaking her clammy fingers free of sweat. "Whew...okay, okay...gotta be a big girl now...gotta be the big girl now. Whew, okay."

She reached for the cold metal bars, creaking the unlatched door open. It groaned and creaked loudly, making her wince. "Shhh!" she hissed at the door, stepping out into the hall. Her boots clapped and Gwen sniffed, annoyed at them. She reached down and slid them off her legs, throwing them back in the prison cell silently. Her socks felt cold and stuck to her skin as she stepped in dank puddles, but she couldn't worry about that now.

Gwen slowly and cautiously padded down the hall, but stopped in her tracks when she saw the Hyenas, asleep in their cages. Their dark lids covered their beady eyes and their huge jaws were propped on folded paws, huffing through wet leathery nostrils. Gwen had to think. These were killers, they were animals, they'd smell or hear her if she just padded by them. She's going to have to think like Peter, now.

"What would you do?" she whispered, looking back at him in the cell. Then her eyes widened and she peered up at the Submarine ceiling, water dripping on her fringe. She shrugged, huffing. "I'll give it a shot." she sighed, leaping up and sticking her fingertips to the ceiling. Her legs dangled down just above the floor, and just as she heard the startled sniff of a Hyena in it's cage, she crunched her abs and brought her legs up, pressing her socked toes against the ceiling.

She stayed absolutely still as one of the Hyena's peered around, unable to detect the noise. Eventually it huffed and grumbled back to sleep, sighing loudly through damp nasals. Gwen sighed relief and looked forward, at the ceiling she was crouching on. She reached a set of fingertips forward and pressed them to the metal, feeling them stick and tug. She then extended the other and brought her legs along too, moving like a spider along the metallic ceiling. She couldn't help but grin to herself.

"I-I'm doing it! I got it, Bug boy!" she giggled silently to herself, shaking her head. "This is crazy." She laughed, but snapped back to reality quickly though. "Okay, Gwen, focus, focus...need to find something to help get us off here...need to get home." she resolved, feeling her hair fall up towards the floor above her. The inverted feeling of the floor being above her when she looked up made her feel slightly woozy, but it only lasted for a second, before a swell of pride at herself kicked in. She was doing it! She was really doing it!

Gwen crawled across the ceiling, licking her lips in concentration, trying her hardest not to fall and land on her back. She finally cleared the Hyena's and carried on, when she froze solid at the clanking of boots. Gwen gasped and pressed her chest flat to the ceiling, eyes closed tight, panting silently, 'please' written on her lips. The boots clanked and stomped, and Gwen knew it to be Kraven, she could hear his deep guttural breathing, raspy and violent.

"Shush hounds!" he barked at the Hyenas, yelping for some kind of food, gnawing at the metal cage bars. Gwen stayed absolutely still, praying the darkness of the ceiling would shield her from view. Gwen clenched her teeth tight and held her breath, as Kraven walked beneath her, and stopped, the sounds of his boots ceasing. She dug her fingertips tight against the ceiling and clenched her trembling body, eyes slammed tight.

"Hmm..." Kraven looked back and forth down the halls, unawares of the girl stuck to the ceiling in the dark, right above his head. Gwen's ponytail dangled towards the ground, inches from Kraven's head. He sniffed deeply again, inhaling through his nostrils. He caught her scent, and slowly lifted his head...

...

Harry walked the streets of New York, eyes distant, his every footfall thumping loudly in his ears, muffled screams and panicked cries whirling around him, as fear gripped Manhattan, Oscorp Tower burning in the distance, sirens wailing. His hands were shoved deep down in his pockets, his Jacket frayed and scorched, soot staining his skin along with the splashes of red gore along his sliced forehead. His fringe of dark brown hair was matted with dirt and blood.

People shoved and ran by him in panic, his eyes still set like stone on the path, mouth hanging limply, his mind thousands of miles away. What had he done? He'd resurrected evil itself, residing in the body of his destroyed Father...The Goblin, was his father. His Father...was the Goblin. These facts and information swirled like a torrential whirlpool in his fizzing brain.

How could he not notice, how could he not know his own Father was the monstrosity on a Gothic Glider? Harry snapped from his thoughts as he got in the scratched up and dented Black Limo he'd taken to get to Oscorp tower originally. He slipped in, just as the police ran by, trying to locate him no doubt. With three turns of the key, each a failed engine start, he finally thrummed the limo to life, driving off from the curb, the car listing slightly with Harry's barely conscious thoughts.

He finally arrived at Osborn manor, shutting the car door as he abandoned it on the garden out front, long muddy tire tracks trailing behind the car. He stumbled up the stone steps and pushed the still unlocked front door open, the huge wooden doors creaking apart.

Immediately a stench of death filled his nose, Harry gagging as he covered his mouth with his sleeve, trudging into the darkened Office, seeing the gore spattered up the wall, behind the deceased body of Richard Evans. His head was slumped back over the backrest and a large hole sat deeply on his forehead. Harry sighed and shook his head.

"The last Benefactor, dead." a sinister voice growled. Harry turned sharply, seeing the huge figure stood in the shadowy dark, eyeing the array of battle masks on display. "Well done, Harry...your Father would be proud." The Goblin cackled, picking up a sinister bronze Goblin face mask from the display, holding it in both hands, pacing across the border of the room. "What is this? Celtic?"

"Mayan...c-can you not touch his collection?" Harry rubbed his brow, irritated and tired. The Goblin chuckled, shaking his head as he eyed the mask in hand.

"Why does it matter...he's dead anyway." The Goblin grinned with Norman's ruined face, not an ounce of his Father left in that walking armored corpse.

"Go to hell." Harry spat.

"Where do you think I come from?" The Goblin laughed, bending the metal mask till it snapped clean in half with a loud crack. He tossed the right side of the mask into the corner of the room, clanking on the wooden floor. Harry watched the hulking silhouette as he lifted the mask piece to his ravaged left side of his face, pressing the bronze goblin mask against his skin. It set with a click and he let go, standing in the light, the bronze mask sitting over the left side of his face, covering the damaged and ruined side of Norman's head. The scorched and burned away flesh was reborn, cast in bronze from the mask as it curled around the left side of his jaw. Most of his injuries were now concealed behind a Goblin carved mask of metallic bronze.

"So...Killing Spiderman, top priority, right?" The Goblin grinned, the right side of his face the only side to be emotive, his grin spreading and his eye widening. "I mean, you want revenge too, right? Father being dead and all."

"You're in his body you sick freak!" Harry spat. "Y-You're..." Harry bit his knuckle, shaking his head.

"Well, yes, I am. The only part of Norman left, is me." The Goblin grinned. "I'm your new Daddy!" He laughed, as Harry lunged at him with pure venom in his eyes. The Goblin simply lifted his hand and grabbed Harry's fist as it went to collide with him. The armor infused with raw muscle made the Goblin even stronger, and with none of Norman's good heart left to sway the beast, this was truly as evil as the Green Goblin got.

"Argh, you sick bastard!" Harry groaned, feeling his fist crumple in the Goblin's grip.

"Now...we're both reasonable men, we've both done the worst kinds of things, either to stay alive or to right a wrong." The Goblin stated. Harry spat at him, a glob of saliva trickling down the bronze side of his face. The Goblin sighed and wiped it off, shaking his head. "Wanna know a secret, bout Spiderman, the murderer of your Father?" The Goblin grinned, watching Harry battle himself, over wanting to hear it, and not.

"He is...Peter Parker." The Goblin whispered in Harry's ear. Harry's blood ran cold, the cogs of his brain meshing together as he tried to decipher the information. Harry's lips stammered silently, eyes fixated on nothingness. "Mmm, yes, that's right." The Goblin reeled back. "Ever wondered, why whenever something happens, something bad like crime or attack,, Parker always has somewhere else to be?" The Goblin grinned as Harry listened. "Whenever there's breaking news, he just has to run off on an errand or to class?! All the bruises, the cuts, the wounds?!"

"N-No...it...it can't be true."

"Oh, but you know it is, otherwise you wouldn't be denying it!" The Goblin laughed, pacing to the corner and picking up the hooded cloak from the rack. He fed it through the back of his armor and pulled the hood up over his head, shadow's covering his glowing green eye, the other a bronze cast, atop the sculpted left side, a permanent bronze grin. It was phantom of the opera meets Goblin in appearance. "Peter Parker, the boy you called best friend, killed your Father."

"No...no!" Harry begged, fists at his side. "I-It's not true!"

"Oh, it truly is. Your best friend betrayed you, Harry!" The Goblin roared, clicking his fingers, as the windows smashed in a loud eruption of shattered glass, curtains bellowing in the breeze. The huge Gothic wings of his rebuilt Glider hovered above the Windowsill, green light enveloping the room. "So you can either do something about it, or lay over and die!" He leaped up onto his Glider, black cloak and hood fluttering in the winds. "Think about it, Osborn!" The Goblin cackled, taking off into the sky through the window, leaving a shell shocked Harry to drop to his knees, lips quaking as his took in this revelation.

...

_HISS!_

Kraven lowered his gaze sharply, millimeters from seeing Gwen. He looked down the hall at the steam venting from the cooling pipes. The cloud of loud hissing gas spraying against the opposite metal wall. Kraven growled and padded to the distraction. "Stupid age old engines!" he grumbled, grabbing the valve and twisted the red knob, the gas dying down and vanishing, sealing the pipe. He huffed and shook his head, before looking back up at the ceiling. He saw nothing but the long veins of metal cables and pipes, running to the heart of the Sub. He grumbled and rubbed his eyes, turning and heading back to his throne.

As he stomped passed the hyena cages, he gave Xen's one a kick and she shut up her guttural giggles, intent on pacing back and forth in her small den. Kardas barely even lifted his head from his paws, silently sleeping. "Shut up, stupid mutt." Kraven grumbled, ducking under a low pipe as he disappeared deeper into the catacombs of the Submarine's belly.

Gwen slowly peaked her head out from behind one of the pipes she'd quickly dived behind for cover, huffing loudly to herself. "Oh thank god." she breathed, running a hand through her blonde fringe. "Whew...too close."

She turned and carefully dropped down onto her tip toes, grimacing at the dull thump she made. "Shh!" she growled silently to herself, shaking her head at herself, angry at her own feet. "Shh, okay?" she resolved to her feet, turning and quickly padding down the hall, grumbling at the sharp splinters of metal that scraped against her socked toes.

"Right...engines, engines...maybe if..." Gwen tapped her bottom lip as she studied the array of pipes and hissing tubes she'd seen Kraven stop from leaking. "Right, right, maybe...if I do something to this..." she pointed at the Russian language printed on the warning label. "Red...red's a warning in any language, right?" she shrugged to herself. "Need the Sub to stop, yeah? Stop and rise to the surface. Engine problems'll do the trick." she chewed her bottom lip and shrugged to herself, grabbing the large metal valves. "Or...we all drown..." she froze at the idea. Gwen sternly firmed her bottom lip. "One way to find out!"

Gwen tensed her biceps and growled as she pulled sharply on the metal tube, till it began to groan and warp. "Grr, come on, come on!" she pressed her foot against the wall and tugged harder, gritting her teeth, eyes shut tight as she strained. "Come on, Gwen, come on! Got the powers, use em!"

The pipe groaned and bent, metal squishing under her tight grip. "Break you son of a-"

A loud bang sounded and Gwen staggered back on shaky feet with the pipe in her grip, a huge cloud of steam venting from the engine area, alarms blaring and red lights flickering, painting the dark halls in red glows. "Oops." She chuckled, sticking her tongue in her cheek as she sauntered away from the pipes, swinging the metal pole in her grip. "That looked important." she pouted over her shoulder at the machine, grinning proudly at herself.

Kraven jerked forward in his throne, feeling the entire ship shake violently and the loud bang of an explosion muffle through the thick metal walls of the ship. He gripped the arms of his chair to stabilize himself. "What?!" he roared to himself. "Bring her up from the depths! Who's on my ship? We have a loose prisoner!" He roared, slamming his fist hard on his armchair, cracking and denting the aluminium underneath.

He stood from his chair, enraged, and picked up his Kukri knife, swinging at his side as he paced heavily down the halls, boots thumping. "We have a bravery infestation on my ship!" he roared, pacing up to Peter's cell, seeing the boy still passed out against the wall. His eyebrow creased and he grinned to himself, shaking his huge head. "The girl. Of course." he laughed. "Well, she has messed with the wrong hunter!" he paced angrily up to the Hyena cages and unlatched Kardas's, and Kardas's alone. "Find her, hunt her down and bring her to me." he grasped Kardas's huge chin, making the snarling beast look him in the eye. "alive."

Kardas turned and shook his flee ridden spine, roaring, saliva dripping off his fangs. His massive muscles tensed as his vocal roar echoed, tectonic in it's growl, rumbling down the dark dank halls. Kraven chuckled and pointed his Kukri knife.

"Find the girl!" he roared. "Sniff her out!" Kardas took off down the hall, huge paws thumping against the metal as he disappeared into the steam filled dark. Alarm's continued to blare. Kraven chuckled as he listened to the Hyena beast laughing down the halls, echoing chillingly. Bottles and cylinders rolled by Kraven's boots, back down the hall towards the back aft of the ship. The Submarine was rising, fast, with no engines to power her, she was heading to breach the surface violently.

Kraven stood in the hallway, feeling the ship tilt up under heel. "You know..." he hollered, voice echoing back. "I don't appreciate people meddling with my beloved vessel!"

Gwen slowly lowered from the ceiling behind him, the metal pipe still in her grip. Her blackened silhouette rose up over his shoulder, her green eyes reflecting in the dark lighting.

"Mmm, well, I don't appreciate being taken from my home!" Gwen roared, just as Kraven turned sharply. With a violent lash, Gwen swung the metal pipe across his face, making him stagger back, slamming against the prison bars with a clang. Kraven dabbed his bleeding lip with his fingertip, examining the red speck on his tip. He laughed, spitting blood on the floor.

"I got it all wrong. He's not the lion..." he pointed at Peter. "...the lion lives in you!" He lunged at Gwen, swinging his Kukri blade down on her, humming against the dank air. Gwen leaped back, bringing the squashed metal pipe up to block Kraven's vicious swings. Sparks flew with every strike against the metal in her grip, flickering in the dark. Gwen's ears rung and she leaped up, foot against the wall and with great ferocity and speed, brought the pole down atop Kraven's head, making him drop to his knees with a dull crack. Gwen landed on her toes before him, gritting her teeth as she brought her knee up to connect with Kraven's nose. His head flew back up and he staggered back a few steps. Gwen staggered too from the off footing of her kick.

"Impressive, for the untrained." he cackled, swiping a thumb under his bleeding nose. Gwen stared at her palms, an unsure look in her eyes. Even she was unsure of how she had just fought like that, this was all so new to her. She was being baptized in fire, thrown in the deep end. Peter never had to fight someone this powerful when he was starting out as Spiderman, this wasn't fair on her!

She dropped the metal pole with a resonating clank and stood tall and brave in the hallway before him, clenching her fists at her sides, jutting her chin out bravely. She blew a lock out of her eyes, intent sunk down into her green irises. "I knew there was more to you. Who knows...maybe you can replace him when I'm done." Kraven grinned at Peter.

"You won't lay a finger on him, got it?" she flared her eyes at him, licking her dry lips. "Well, not after I've broken them all, anyway."

"A violent threat?" Kraven laughed, swinging his Kukri knife through his fingers.

"Well, I'm not usually one for violence, but you have_ so_ asked for it." she snarled, taking a deep breath and raising her fists. "My Dad taught me how to handle myself in an attack, you know, he made me learn Taekwondo to protect myself."

"Impressive." Kraven laughed. Gwen shrugged.

"Yeah well, daughter of a Police Captain. You pick up a few things." She countered. "who knows, maybe this was always the way my life was gonna go...I dunno." she looked up from her shaky fists at Kraven. "But what I do know, is that I am certainly thankful for all my Dad's over-protectiveness now."

"Like father, like daughter." Kraven shrugged, lifting his blade, stance wide spread. "Shall we?"

"Whew...W-We shall." she weakly breathed nervously, a few pipes rattling and bursting behind her, steam hissing in a hot cloud. Kraven lunged at her, swinging his blade in a precise and effective manor, Gwen using her Spidey sense to side step and dodge the blade, feeling it slice against her upper arm, cutting the soft pale skin, a band of red. She hissed and cupped her wound. "Argh, come on, get a grip, get a grip." she hissed at herself, ducking sharply to avoid the stabbing action of Kraven's blade. The knife sunk into the pipe running along the wall, steam venting out around the knife and ruptured steel, hot gas hitting his eyes. Kraven growled and staggered back, rubbing his eyes.

"Pfft , amateur." she grinned, taking the advantage to leap up and press the soles of her feet against his chest, mounting all the energy into her legs, and pushing hard against him, sending him falling back against the grated floor below with a thud. The force of the blow blew her back too, and she back flipped in the tight hall, landing on her feet.

"Hah! Whoa, I-I just did a back flip! Ah man!" Gwen laughed to herself, "I-I-I did that, I did! I didn't know I could- Peter, I just did a..." she saw he was still passed out. "Oh...yeah...right." she shook her head free of the giddiness of her first ever back flip. Kraven rolled over and stood on his feet, eyes flaring red.

"You dare make a mockery of me in my own ship?!

"Yeah, umm...buddy...kinda did that yourself." she pointed at him, giggling. Kraven snarled and grated his teeth. "Aww, wittle Kwaven gonna cwy?" Gwen pouted and cooed sarcastically, rubbing her eyes to mock him. "Boo hoo."

"RAGH!" He lunged at her, throwing a fist. Gwen ducked under it and curved her spine, hands on the floor as she cartwheeled backwards. "Come on, gotta impress me, Kravey!" Gwen laughed, loving how her Spider senses were doing all the dodging for her. It felt weird, how her body would expect a blow long before it was even delivered, feeling her muscles contract and shift to dodge it, without her consent or understanding. Gwen, for the first time ever, loved feeling unbeatable, even if it was for a few minutes. But she certainly knew not to get too cocky, lest she mess up and he get her in a death grip.

Gwen stood up and staggered back, exiting the cartwheel. "Whoa." she shook her head and focused on Kraven, as the titan stepped through the cloud of steam. He looked at the steam spraying out from the Kukri knife embedded in the pipe. He pulled the knife free and smashed his fist against the pipe, squashing and stopping the steam escape.

"You're getting to be a pain." Kraven snarled, sheathing the knife. Gwen shrugged.

"Yeah, my Mom says the same. Oh well!" She quirked her mouth into a half smirk as she shrugged, before beaming at him sarcastically. Kraven scoffed and held his stature tall, blocking the tight dark hall, as Gwen staggered slightly in the rocking vessel, rumbling up faster and faster to the imminent surface of the ocean.

"I can see you and I are going to the best of arch enemies." Kraven grinned. "Destined to fight till death parts us both."

"Yeah looking that way, huh." she bobbed her eyebrows condescendingly, parting her lips to quirk them sarcastically.

Kraven stepped forward and slammed his fist in her direction, Gwen ducking under it and swooping up and around, her wrist swinging round and colliding with his cheekbone. Kraven's head jerked to the side as drips of sweat sprayed out off his jostled jaw. Gwen cupped her mouth and laughed weakly, swallowing it.

"I umm...yeah, I didn't know I could do that. Oops, right?" she grinned gingerly. Kraven flared his eyes and grabbed her arm, lifting her off the floor. Gwen lifted her feet and pressed the pair of accelerated heels into his chin in a fast, collateral bang, his head jerking upwards sharply. He dropped her and stepped back with a growl. Gwen landed on her toes. She tugged on the hem of her jostled skirt, wishing she'd been caught in a more convenient set of clothes.

"Huh. Who knew little, helpless, Gwen could hold her own." She shook her head to herself. "Oh wel-oof!" she shot down the hall as Kraven's fist smashed against her tiny lithe frame, an echoing bang erupting outwards in a shock wave, Gwen disappearing into the steam filled haze of the distant hall, followed by a loud bang and a slurry of metal poles crashing and bouncing from where she'd impacted. Kraven spat blood from his lip and wiped his wrist across the snarl, staring daggers at the silent dark.

"I spent my whole childhood in the dark, you know." Kraven paced towards the end of the hall, stepping through the steam clouds, venting from shattered pipes. He saw the broken dent of her body in the wall at the end, no body in it. He grinned, eyes lifting to study the hull, searching for her.

"No, seriously..." her voice yawned loudly, mockingly. "...I'm so interested, seriously, carry on." Gwen's voice mumbled from the dark, echoing. He chuckled, shaking his head.

"I was taught to take down Wolves aged five, taught to skin their hides, taught to fight animals in the dark. I am an apex predator, I have mastered all the animals of this world, all the terrains...you can not hope to beat me!" he laughed. For an Apex Predator, he failed to notice Gwen stood on her tip toes, hands on her hips, pacing on the ceiling mockingly, sticking her tongue out and rolling her eyes as she walked inverted, upside down behind Kraven.

"Yeah, that's cool and all...but, do you know how Nucleic acids are polymeric macro-molecules, or large biological molecules, you know - essential for all known forms of life, that sort of thing. No? Shocking!" she gasped sarcastically, quickly lying down on the ceiling, vanishing into the dark, just as Kraven turned to find her. "See, I do, but...I actually have a brain, you know-I know how to use it, I also had an education, see." she jabbed at him from the darkness, Kraven unable to find the source of her voice. He scoffed.

"Mmm, did Daddy pay for that too?" he grinned, staring up into the pitch black ceiling, squinting through the steam. "No witty response? Did I touch a nerve?" Kraven smirked. "Is Daddy still around to hold your hand?" he chuckled darkly.

"Shut up." Gwen's voice sounded from the dark. He had his answer.

"Oh, he's dead. Well, that's a shame. Oh well." he shrugged it off, and Gwen grated her teeth in the dark. "Don't worry, you and your Spiderman will join him soon-"

Gwen shot out the dark, swinging down on a pipe, planting her feet against his chest, all her lithe weight pooled into her heels. Kraven's massive body shot down the tight hall, Gwen on his chest the whole time, repeatedly punching his face, her small powerful fist reeling back and slamming down on his nose, both of their bodies slamming into the grated floor, tumbling up the length of the rising Submarine. "Don't ever mention him, ever!" she roared, laying fist after fist into his nose, an animalistic rage overtaking the usually well controlled Gwen. "You never threaten Peter! Never!"

Kraven grabbed her fist in his huge left palm, squeezing it, making her keel and groan, crushing her dainty fingers. "I will kill the boy, I swear to you." Kraven smirked. "But I want you to see every moment of it!" He headbutt her, Gwen staggering back, trying to shake off the dizzying crack. She dropped to her knees and groaned, a hand on her bruising forehead. Kraven stood above her, laughing.

"Mmm it's been fun, you've had your time in the hero's lime light." he shrugged, cracking his knuckled into his palms. "They say every hero has their origins. Where they choose to either do what's right, or wrong." Gwen looked up weakly through her fringe at him, stood tall above her. "Shame...you would've made a fine superhero, with a brain like that." Gwen looked up at him, daggers in her eyes.

"Maybe...you'll meet your Dad again sooner than expected." Kraven lifted his fists up over his head, ready to crush Gwen. Then...he stopped? He grinned evilly, a sinister idea forming in his mind and Gwen gulped. "Or...maybe, to hurt you further...I kill the Spider here, and now!"

"No!" Gwen screamed, jumping to her feet and onto Kraven's back, wrapping her wrists around his neck, tightening against the hard muscle. She pulled as hard as she could, Kraven laughing as he gripped her hair and tugged, pulling her off his back and slamming her down on her back, Gwen gasping and groaning, winded painfully. He stepped down on her throat, boot pushing against her windpipe, Gwen's hands clawing at the boot, her eyes going dark, choking as she watched his grin widen.

A titanic bang echoed and Gwen gasped loudly for air as Kraven's boot vanished. She sat up, massaging her bruised throat, seeing Kraven smash against the opposite wall in the dark hall, a red and blue clad figure clattering into his chest, Biocables tightly gripping Kraven's wrists, Windswept chestnut hair atop the unmasked Spiderman's furious bruised face.

Kraven slammed his wrist across Peter's chest, surging all his might into his forearm and crushing Peter against the wall, metal warping and folding around his lithe frame, water bursting through popping rivets, spraying across the hall. Peter shoved his wrist off, grit his teeth and swung his boot up, cracking across Kraven's jaw. The speed they were fighting at, the aggression, the might, the sheer power, determination to kill in both their glowering eyes.

Kraven grabbed Peter's shoulders and threw him down the hall like a tiny Ragdoll, Peter's weakened body skipping along the dented metal grate, his cries of agony echoing.

Gwen got to her jangling feet and jumped up onto the ceiling, fingertip pressing against the cold, wet steel, pooling all her weight into her bony heels, Smashing them down against Kraven's face as he turned to face her, his smug grin vanishing beneath her feet. He staggered back, eyes intent on Gwen, his teeth flared furiously.

_Thwipt!_ echoed twice, and Kraven looked behind him, two cables attached to his bulging shoulders. Peter knelt, wounded in the hallway, weak and tired, both wrists jutted out, Biocables attached to his hands.

"Maybe...you messed with the wrong girl." Peter smiled proudly, weakly, at Gwen. She blushed and smiled herself.

"Cute...but useless." Kraven smirked, tugging on the cables, making Peter fly down the hall towards Kraven. Peter lifted his heels and slammed them into Kraven's solid chest, a loud thump echoing dully on impact. Peter fell to the floor, groaning, his web-shooters falling off his tattered suited wrists, clattering across the floor as Kraven lifted his foot to slam it down on Peter's temple, fatally.

Gwen thought the fastest she ever had, Peter's life at stake, grabbing his Webshooter. Having fiddled with them before, she knew how they fired, how they worked: The paddle, usually seated on the palm. Gwen aimed it like a Television remote, at the back of Kraven's neck, firing a cable. It latched to his neck and Gwen pulled with all her might, the tethered cable sending Kraven falling back with great speed, sinking down into the metal floor with a titanic bang, thick pipes bending around his huge frame, steam venting around his body. Grated metal sheets warped and rippled up and out, away from his sunken body.

Silence echoed around the hissing steam. Kraven groaned and writhed in the crater of metal and pipes. Gwen stood on shaky legs and panted, pacing around him to Peter, as he rolled over onto his knees.

"Y-You...You..." he panted, sitting up as Gwen crouched, wrapping her arms around his frame, hugging him tightly. She stared over his shoulder at Kraven, the massive man still and silent. "You did all that, by yourself-"

"I know, I know, a-and it feels so weird, Peter." Gwen huffed, reeling out the hug to look into his bleary eyes. "It felt so weird, fighting someone like that. I never, ever fight...always try and negotiate." she shrugged, chuckling to herself. "But, for once...after everything he's done to you, to me...it felt _sooo_ good to just..." her fists tightened. "grr, lay into him like that, you know?" she tilted her head. "I lost control a bit there...I'm sorry." she huffed, lowering her gaze. Peter's fingers lifted her chin and her big green eyes looked into his deep brown does.

"Gwen...I am so proud of you." he chuckled, grinning. "You did all that by yourself. I-I gotta stop doubting you." he shook his head.

"Well, I mean...got the abilities now, so-"

"No, you were the hero long before that." he whispered, shaking his head. "You were the one that made the cure to stop Connor's, you were the one who tried to reason with the Goblin that night, you were the one who electrocuted Kraven in Time's Square!" he pointed at her nose, making her giggle lightly. "It has always been you." he whispered softly, a lop sided grin on his split lips. "If anything, I'm _your_ sidekick." Peter grinned, making her laugh, shaking her head. "I really didn't want this life for you, I really didn't...and I'll always be sorry for giving you my abilities..."

"But?" Gwen lowered her head to try and catch a glimpse of his. "Peter, but?"

"But...I'm way outta my depth here." he chuckled weakly. "I need your help." he shrugged, licking his dry lips, "I always have."

"Peter, superpowers or not, I'll always be by your side." she cupped his cheeks. "I didn't want this either, I-I wanted a normal life, but...now? Now, I want to do something with this...gift you've given to me, okay?" she flicked her hair out of her eyes, glistening irises intent on his. "I-I have to protect the people I care about, from the people like him, I get it now, I do, I do." she pressed her forehead to his. "I-I get why you do it now...It's a responsibility."

"It is." he chuckled. "One I'll shared with you happily, i-if and only if, that's what you want." He stared at her, resolve in his gaze. Gwen smiled up at him.

"Yes." she nodded. "yeah, yep, yes, I-I have to, I-I can't sit on these abilities any more." she shook her head. "Gotta do something with them."

"I love your passion." Peter chuckled. Gwen smiled at him, sniffing. "I know you. You set your mind to something, it's damn sure gonna happen." Peter laughed. Gwen giggled to, shrugging as she beamed at him. "You're so stubborn like that."

"Yeah, well, I think I picked that up from you, Bug boy." she chuckled, smirking as they both smiled at each other.

"Sure, Bug Girl." Peter grinned, but Gwen's ears rang like a flash bang and peered up over Peter's shoulder, eyes set on the carnivorous Kardas down the hall, huge canines flaring out the dark.

"Peter...w-we need to get outta this sub, now." Gwen trembled. Peter licked his lips and nodded, standing up, both turning to stare at Kardas. Kraven's huge fist tightened and he groaned, his eyelids squeezing tight. Gwen and Peter backed up the steps, staggering wildly as the Submarine shook violently, pipes clacking and rattling against the hull's belly, rusty metal groaning.

Kraven pulled his body out of the crater in the decking, standing up and snarling at Gwen and Peter. Kardas stood by his side, flaring his glistening canines, hissing. Kraven swiped his wrist along his mouth, a smear of red streaking along his thick forearm.

The Submarine roared upwards through the ocean, wailing as it did, propellers beginning to rattle and snap, rusty and decayed, the failing engines churning to a grinding halt, the ship running on Acceleration alone.

"You are my trophies, you belong to me, and I will have what I am promised!" Kraven spat, cracking his spine with a crick of his neck. Peter stepped backwards, eyes flitting between Kraven and Kardas as they stalked towards him. Gwen looked over her shoulder at the pipes rattling and bursting at the seams, rivets pinging off and flying like bullets. Gwen felt her scalp reflect the glow of the imaginary light bulb above her head, an idea hitting her like a freight train. Gwen sternly creased her lips into a tough frown and stepped in front of Peter.

"No!" She roared, Kraven's eyes widening at her loud voice. "We belong to no one!" she swung her fist at the air. "I used to think that the biggest problems in the world were science a-a-and homework, and boyfriends!"

"Ouch." Peter grumbled, Gwen shushing him with a lift off her index finger, her eyes still bearing down on Kraven's. Alarms continued to blare and scream, outmatching the high pitched wailing of the terminally failing engines, pipes bursting and popping, rivet's flying in all directions.

"But I was so naive and wrong, because they were the biggest problems in _my_ world!" She slapped her chest. "And there is a huge difference between _the_ world, and _my_ world. I know that now. Your assumption about me was right, I was spoiled, I did grow up in luxury, but you know what?" she stepped forward, lifting onto tip toes, flaring her teeth and eyes at Kraven. "I wouldn't change that for the world, cos otherwise...I wouldn't know the value of what really matters." She looked at Peter, smiling. "Not material things, not the presents...the _people_ that really matter!" She stared daggers back at Kraven, the huge being grinning at her, enjoying her rant.

"So you judge me all you want, I really don't care how you see me...just know, that this spoiled little girl, little...pushover...nerdy, Gwen Stacy..." she neared him, thumping the being's chest with her index finger. "Yeah, she's the boss now." Gwen licked her dry lips, eyes condescendingly blaring bright green at Kraven's. "Cos...Spiderman and New York city? Yeah, they're under _my_ protection...and you better damn well have a death wish if you ever come after them or us again." she snarled, and Peter couldn't help but grin at how...hell, badass she was.

"You've got balls, girl." Kraven scoffed. Gwen clicked her tongue and shrugged.

"You better believe it. I inherited my stubbornness from my Dad." she smirked. Kraven scoffed, grinning to himself.

"You're making threats, trapped in a metal container, deep below the ocean..." He unsheathed his huge knife, Kardas flaring his teeth. "Tell me...got a plan B?"

"Oh always." she winked. Kraven's eyes widened, looking up over her shoulder with shock at the whistling engine, alarm's blaring. "Get down!" she shouted, and both she and Peter hit the deck.

Kraven stared at the Engines as they finally failed, a titanic bang filling the halls and an unbelievable huge eruption of vibrant orange flames flooding outwards, lapping out across the steam venting pipes and shattering metal grates. Gwen and Peter lay on the rattling deck, covering their ears, feeling the skin drying heat of the flames above them. Cold water speckled their skin and danced along their fringes, feeling the ship snap and buckle, the Submarine contorting and twisting beneath the ocean, bending and crushing under the violent weight of the sea. Water began to flood in heavily through the huge holes ripped into the belly of the ship, lapping across Peter and Gwen's bodies as they quickly sat up.

"Ah, damn th-that's cold!" Gwen chatted her teeth, trying to stem her hyperventilating.

"D-D-Deep breath, okay?" Peter spluttered to Gwen, holding her upper arms and staring into her eyes. "Deep breath and swim to the surface, I'm right behind you, go!" he said, just as the rapidly rising salt water hit his shoulders, numbing cold on his Spandex skin. Gwen sighed and cupped his jaw, kissing him with ferocity.

The wave's lapped against their chins and she reluctantly peeled away. "Right behind me, got it?!" she said sternly.

"Go!" He shoved her shoulders and Gwen took a deep gasp of air, diving under the water and swimming out through the huge hole torn in the ship's hull.

"My home!" Kraven roared, water lapping at his titanic ankles, The Hyenas in the cages yelping. He staggered through the water to the cages, prying the doors off their hinges, trying to free his pets. Kardas paddled to the cages and chewed at the locks. "Swim! Swim!" Kraven spluttered, water to his shoulders.

Peter sighed and turned away, taking a deep breath, diving under the waves. With air in his cheeks, bubbles venting his lips, he looked over his shoulder, eyes bleary in the murky blue. He saw Kraven pulling the Hyena's from their cages, and Peter felt a squeeze of pranging guilt hit his heart. He grumbled and turned back, lifting up to the top of the rising water, filling the sinking wreck.

"Take my hand!" Peter called, feeling his scalp thump against the ceiling, the water almost all the way to the top of the Submarine. Kraven snarled at him, roared as he swung his blade, splashing against the water. Peter swam back a bit and reached his Spandex hand out again, fringe wet and sticking to his forehead. "I'm trying to save you, god damn it!"

"You destroyed my home, my trophy case!" Kraven swung again. "My legacy!"

"You really gonna die for a trophy case?" Peter roared over the groaning wreck and the water, lapping at his bottom lip. Kraven swung his knife against frothing water and sprayed it against Peter.

"I-I tried...go on, die with your trophy case then." Peter spat, taking a deep breath, diving under the water and swimming, breaststroke towards the hull's tattered tear. It was dark this deep down, the only light coming from the odd flickers of dying bulbs.

Peter swam out through the hole blown in the torn apart ship, looking over his shoulder, seeing the wreck groan and sink down into the murky depths, an occasion flicker of electrical lighting the vanishing wreck. Peter looked up, bubbles leaving his lips, seeing a floating piece of Spandex. He grabbed his mask and kicked his feet, swimming up towards the shimmering light of the surface, his lungs bursting.

...

Peter broke the surface with a splash, gasping loudly to the sky, panting and choking as he kicked to keep his head above water, filling his lungs with air and the occasional gulp of water. "G-Gwen?! Gwen, where are you?!" Peter choked, frantically flitting his head back and forth across the seemingly flat plateau of blue for miles, only disrupted by a huge mountain of green nearby. "Gwen!" he shouted, seeing bubbles pop at the surface around him, chunks of broken metal floating up to the surface.

Gwen suddenly broke the surface beside him, gasping loudly, panting and spluttering, her blonde hair flat and stuck to the rounded shape of her head, like Peter's usually windswept locks.

"I-I swam back down when you di-didn't surface!" she hugged him tightly, both of them kicking frantically to keep above the wavy surface. "I-I swam back down!" she breathed into the red spandex of his soaked skin.

"God, Gwen, y-you could've drowned!" Peter hugged her tighter. "You stupid girl, you could've drowned." he panted to her cheek. Gwen hugged him tighter.

"I don't care." she mumbled. "Thank god y-you're okay!" she kissed his cheek, skin slippery. Peter pecked her back.

"W-We need to get...to get to land." Peter panted, exhausted. Gwen pointed over his shoulder at the nearby land mass, a bleached bone colored beach. "Th-That'll do for now. Come on, swim." he nodded to the land, both of them swimming and kicking towards it, passed the floating piles of debris.

Suddenly, with a froth of bubbles and a yelp, Gwen disappeared beneath the waves. Peter slashed back round at the water, seeing her gone, just a pair of popping bubbles on the rippling surface.

"Gwen? Gwen!" He screamed, taking a deep breath, expanding his lungs. He dived down beneath the waves and saw her being dragged down by a large entity, both kicking and clawing, a trail of bubbles rising from the pair. Peter dived down, kicking his feet at the surface, ignoring the hot and clogged sensation of water filling his nostrils. He aimed his wrist and fired a Biocable, a dull thump sounding as it fired, wavy and off trajectory, disintegrating in the water. He'd forgotten about the time he'd tried it to escape Connor's in the sewer, and how it failed to work.

He dived and kicked faster, feeling his lungs ache as he neared the tangled pair of Gwen and Kraven. Muffled cries left their lips along with bubbles, Gwen kicking at his vice like grip. Peter thumped into Kraven, seeing the fury in his eyes, even this deep down in the ocean. He kicked the hand around Gwen's ankle and Kraven let go, Gwen swimming rapidly up to the surface. Peter grit his teeth, bubbles seeping between his dentures as he thumped a slow fist against Kraven's face, a trail of bubbles behind his wrist.

Kraven slashed his knife across Peter's chest, a wavy cloud of misty red seeping out into the deep blue water. Peter gasped and groaned, bubbles flooding out of his mouth, lungs crying out. Kraven slammed a fist against Peter's side, luckily slowed by the weight of the sea. Peter reeled back and spun away from him, as Kraven peered down at the sinking Submarine carcass, feeling a tug on his ankle. He grit his teeth and gargled, as a long cable of copper wire had latched to his boot, pulling him down with the Submarine. Kraven desperately clawed at the wire, gargling and roaring, bubbles venting from his lips.

"ARGH!" echoed beneath the murky depths as Kraven vanished into the abyss of blue, down with his ship, an outstretched hand towards the surface disappearing along with him.

Peter felt his lungs bursting, and his eyelids feeling heavy, the last bubbles of precious oxygen leaving his lungs. Then a tug, and he peered up as a figure grabbed his wrist and pulled him up towards the distant glistening surface, rippling against the light above. Her feet kicked and her blonde hair floated around her head as she swam upwards, gripping to Peter tightly.

A pair of loud gasps filled the air as both Gwen and Peter surfaced, choking and spluttering, coughing up salt water, eyes aching from the sheer pressure of the depths below. Gwen coughed and caught her breath, Peter wheezing, barely conscious, vision fuzzy.

"Co...Come...o-on...we gotta get...to the beach." Gwen panted, stroking through the water with Peter, towards the huge expanse of land.

...

Hours had past, and the sun was finally setting across the ocean horizon. Gwen hugged her knees, eyes intent on Peter's hands as he shot a small strand of Biocable into his other palm. He mumbled to himself and Gwen giggled lightly under her breath as she watched him. He took the small stick he'd scavenged from the brush border of shrubs, nestling the base of it against the pile of dry grass and twigs atop the sandy beach.

Gwen yawned and looked out over the sea, a tranquil calm lapping softly against the beige beach, the sun beginning to dip beneath the long band of black sea in the distance, the sky a gorgeous concoction of orange dabs and streaks of red.

"This umm...this usually works." Peter nervously chuckled, wrapping the Biocable around the stick and beginning to saw back and forth with it, faster and faster, his lips contorted into a frown, tongue poking out of his lips corner. "It...I saw it on a umm, a survival show." he chuckled with a nervous lop sided grin to himself.

"Oh yeah?" Gwen leaned back with a yawn, propped on her elbows, socked toes sore, dug down into the soft warm sand.

"Mmm...yeah." He grumbled, sawing back and forth, faster and faster, tugging on the cable, making the rotating stick cause immense heated friction against the wood and grass. A small wisp of white smoke began to rise from the pile and Peter sawed faster, gritting his teeth, forearm muscles clamping.

"Need my help?" Gwen asked, nudging his crossed knee with her toes. He shook his head, eyes intently focused on the cable tightening around the stick, the friction making a small amber glow within the stack of sticks and grass.

"Come on, Come on...yes!" he laughed, dropping the slither of Biocable and stick, cupping the smoking stack of dry grass and lifting it up and ever so lightly blowing a breath into it, making the smoke rise and grow. He continued to cradle it in his palms, and finally an ember emerged, making the grass glow with an amber illumination in the dark light. Gwen's eyes widened and she smiled at the grass, seeing it begin to ignite.

"Oh come on, come on, please..." Peter said between blows from pursed lips. Finally a crackle sounded and a flame began to flicker atop the stack of grass, Peter laughing hysterically to himself as he set it down on the larger pile of sticks and grass, seeing the flames grow and grow, soon a warm roaring fire before them.

"Yeah! Fifth time's the charm!" Peter laughed triumphantly, fists raised to the air, before falling backwards heavily on the sand with a thump, groaning over a chuckle. Gwen giggled and moved around the fire, taking her wet socks off and putting them close to the fire to dry, next to Peter's soaked Spiderman mask. He still had to wear the damp suit, but it was slowly drying, thanks to the hot flames. She'd cut a long strip of fabric from her sleeve and wrapped it around his torso to stem the wound on his chest.

She straddled his waist gently and cupped his jaw, kissing him softly, passionately. He moaned and cupped her cheeks, lips melting between one anothers. She peeled away and smiled down at him.

"Nice job with the fire there, Bug Boy. Now, think you can rustle up some S'mores?" she smirked, Peter's laugh rumbling in his chest. "No?"

"Fraid' I'm not that good, Gwen." he laughed, pecking her cheek as she got comfortable stretching out atop him, hugging into his chest. They both hummed contently as they lay on the beach, listening to the crackling flames and sloshing tide, the occasion caw of distant seagulls.

"So...Plan in the morning?" Gwen asked, looking up from his chest at his chin. He sighed, shrugging.

"Dunno...I umm, I guess we head inland, see if we can find a small village, anywhere where we can make a phone call I guess." Peter mumbled. "I dunno, I really don't."

"Head inland. Sounds like a start." she smiled lamely. "I umm...I messed up, didn't I?"

"Huh?" Peter asked, hugging her tightly, busy watching the dark blue sky fill with twinkling stars. Gwen huffed, shrugging in his arms.

"Well, I mean...I broke Kraven's ship, right, I mean, it blew up...now we're in the middle of nowhere." she sighed heavily.

"Not your fault. You saved me. Thank you." he kissed her head. "We were just waiting to die in that ship anyway." he mumbled into her hair. Gwen smiled weakly.

"I guess. Still...I could'a thought of something else, right?"

"No. You did a great job...really." he smiled. "You did great."

A content silence filled the beach, the flickering lights dancing across their laid out bodies. Gwen shuffled in his arms.

"I meant what I said though." Gwen looked up into his confused eyes. "I-I can't just sit on these powers anymore, Peter. I have to do something with them. I...I need to."

"I know. I saw how you looked after yourself, y-you took on Kraven...You saved me." he kissed her hair. "I'll always be in your dept, Gwen."

"Mmm...good to know." she hummed, Peter scoffing, stroking his thumbs along her upper arm. "I had a dream."

"Huh? Martin Luther king?" Peter grinned as Gwen giggled in his arms.

"N-No...no, I mean it. I had a dream, and it was...it was about my Dad." She felt Peter sit up beneath her and she leaned up too, looping her hair out of her eyes, Peter propped on his elbows beneath her.

"Y-You did?" he asked, licking his dry lips.

"Mmm hmm. Yeah, he umm...I was talking to him...and, I told him about us...b-being back together again." she shrugged.

"How'd he umm...how'd he react?" Peter grinned weakly.

"How'd you think?" Gwen dryly scoffed. "But, I told him I didn't care...that I loved you, and he...If I remember right, he listened, he actually listened!" she scoffed, shaking her head at the craziness. "I told him about what happened...my new abilities. You know what he said?"

"Nuh uh." Peter shook his head, eyes intent on hers.

"He said...well, he sighed heavily at first." she chuckled weakly. "But then, he asked me if that's what I wanted. I umm, I kinda said yes, I'm not sure, but...he smiled and said to me..." Gwen smiled to herself. "He told me that even though he never wanted me to follow in his line of work, of protecting the innocent, o-of fighting the bad...He was proud, and said that as long as I was happy and safe, that was all that mattered." Gwen shrugged.

"You sure about this? Getting involved with this?" Peter asked tenderly. Gwen took a moment and slowly nodded.

"Yeah. I-I am." Gwen shrugged. "I-I mean, what's the alternative? I just continue to live my life, and pretend I don't have them? Use them to sit on ceilings and study?" she scoffed at the very notion.

"That's exactly the alternative!" Peter nodded, Gwen scoffing.

"No Peter, I-It's not. It's not. If I have the ability to help people, to...stop the monsters like Kraven, like the Goblin, to help you!" she prodded his chest. "Well, damn it, I'm gonna do it!"

Peter scoffed and smiled at her. "If you're sure, then yeah, I'd love to have a sidekick." He grinned.

"Oh yeah? Sidekick, is that what I am?" Gwen scoffed, tilting her head and narrowing her eyes at him sarcastically.

"Well, yeah, I mean you're gonna be like...like...Like, Spider-girl!" he exclaimed, slapping a hand to his thigh. Gwen snorted in disgust.

"Oh no!, No way, that is so cliche it hurts!" Gwen laughed, shaking her head, Peter chuckling at her. "No, nope, Nuh uh! I ain't riding off your fame, buddy boy!"

"So...what are you?" Peter shrugged, grinning like a Cheshire cat at her. Gwen pursed her lips in thought, and shrugged, huffing.

"Dunno right now. I guess, I'll think of something, I mean, how'd you come up with_ Spiderman_!" She exclaimed in a bravado tone, hands waving in the air.

"I dunno, just...came to me I guess. I act like a Spider, I got bit by a spider...seemed fitting." he shrugged, licking his dry lips, fiddling with the sand around him.

"See? Unfair, you got in first, now I gotta think of something new, something original." Gwen huffed exaggeratedly. Peter grinned, laughing.

"You'll figure it out, and when you do, people are gonna cheer your name, Gwen, they're gonna have parades in your honor!" Peter hollered to the sky, Gwen laughing softly, the warm fire crackling between them. It would be an understatement to say that Gwen's life was going to change forever from this point on, but as long as she was beside him, her crime fighting partner, she' enjoy every second of it.

* * *

**Author's notes: So, there you go, Gwen's first fight, and with Kraven no less, talk about being thrown into the deep end. God, I hope I did this justice, I've been so nervous about this chapter! Urgh, oh well, hope you all liked seeing the Girl kick some ass, finally! No more cliche Damsel in distress syndrome haha! Thank you so much for everything guys, I love you all so much! Take care, and please review, let me know what you think, and I'll see you next time! - Dave**


	27. A Broken past, He's a drowning Anchor

**Author's Notes: Hey guys, a whole chapter of character development now! I know it's different, but character development is so important, and I really liked how this came out. Please leave a review to tell me what you think, I'd really appreciate it, since this is my first time doing this much development. Hope you all like it, and have a great day! - Dave**

**BTW, let me know if there are any errors in this, I cant remember if I reread them all! Love ya!**

* * *

**Chapter Twenty Seven: A Broken past, He's a drowning Anchor**

**...**

A clanging ding hummed across the swollen blue ocean, foaming waves ballooning and falling atop one another. The gonging guilty was a large buoy bobbing atop the waves, gently and rhythmically tolling like a bell to the oceans crashing ripples. A fabric wall of netting fell forwards and sunk into the waves, being thrown over the port-side of a large Trawler vessel, bobbing along with the rising and falling waves.

The chunky and stumpy Trawler boat writhed and stumbled over rolling tides of foam, bells clanking and dinging on long outstretched wooden arms, grasping the cables of the sunken nets. Atop the swollen wooden decking of the ship, a group of three Trawlers stood and chatted, laughing and chewing tobacco, sniffing as the cold sea air fronted across the vessel's starboard.

"Think we'll catch anything good today?" The heavily bearded one asked, his rotund shoulders making him dwarf the two shorter and thinner Trawlers. The youngest, no older than twenty chuckled with a squeak and shook his bobble hatted head, the bauble of fluff shaking erratically.

"Nah, not round here, I mean, what'd we catch out here, squid?" he giggled, his cheeks heating when the two more experienced Trawlers erupted in laughter.

"Squid?! Nah mate, not here, we're gonna catch...tuna, and..." he grinned at the other trawler across the way. "...aaaand, Seahorses."

"Seahorses?" The younger member's eyes lit up, the one behind him struggling to hid his bubbling laughter.

"Mmm hmm." The bearded Trawler snorted on a giggle in his throat. "Oh yeah,_ giant_ Seahorses, as big as cows. Make a fortune off them. Rare del-delicacy." He nodded, trying not to look over the young boy and at his other friend, who was straining to hide his laughter.

"Whoa. I-I've never heard of them before." The innocent young teen said, eyes wide with curiosity. "Do they look like..you know, land horses."

and with that, the two Trawlers burst into uncontrollable laughter, keeling over and hugging their aching stomachs, the younger boy scoffing, shaking his head.

"Oh yeah, you two think you're so funny." He sulked, the two men wiping stray tears. The bell on the end of the wooden arm dinged and the wood groaned, begin to warp and bend, creaking and cracking as something weighted it down from below. The boat began to tilt towards the bending arm. The Trawlers stopped laughing and came down from their high, pacing over to the lip of the boat to see the netting full of something unrecognizable.

"Hey umm...bring the arm up would ya?" The bearded trawler asked, eyes never leaving the net. The two other men ran to the controls, hoisting the net up out of the water. "What is that?" he mumbled to himself, seeing the netting lift up and out of the blue murky depths, the cables of the netting dripping with thousands of beads of water.

In the netting was a huge piece of rust swollen metal, barnacles littering the hulking slab. The bearded Trawler raised an incredulous eyebrow and tugged on the hem of his warm hat, pacing closer to see the metal. "What we catch, Marty?" a high pitched voice called from the skinny teen.

"Dunno, some kinda piece of metal..." he trailed off, mumbling to himself as he stared at this slab of titanium, water gushing off it's rough hide. Underneath it, nestled in the net was the pale and swollen corpse of a dead Hyena, mouth hung open and eyes bloated and empty.

"Whoa, the hell?!" he gasped, staggering back from the net, pulling the neck of his grey knitted sweater up over his nose, in an attempt to hide the stench. "That a damn Hyena?"

"What? Out here...in the middle of the Atlantic?" The other older Trawler, Kane, pushed by the boy to get a better look.

"Apparently so." Marty nodded, letting go of his sweater, watching the ship's arm whir and lift the net over the edge of the ship and lower it to sit atop the deck with a thud, the netting relaxing and splaying out around the metal. The youthful boy at the controls moved the bucking arm back over the side of the ship, pacing around the controls to the metal slab on the deck, and the hyena body beside it.

Marty paced around the metal slab and by the Hyena corpse, stopping when he heard a clink by his sopping boot. He looked down at the hand lying under the metal, huge calloused fingers wrapped around the chain of a silver locket. He gasped and shouted at the boy to use the crane arm to lift the metal.

Quickly the arm hoisted the metal plating up enough that the body rolled out from under it, unconscious and clogged with water. The body lay on it's back, spread open like a starfish, the only clamped and tight appendages were the fingers coiled around the locket for dear life. Marty bent down and slowly pried the fingers open enough to flick the locket open, a water logged and torn photo of a beautiful woman, cast in black and white. They looked at the man on their deck, his bare, broad chest, ripped and destroyed Tiger skin vest, long black hair soaked and fanned out across the deck, combat trousers damp and sopping, his tanned skin glistening in the light.

"Man...what happened to this guy...he's huge, what could take him down?" Kane scoffed, rubbing his grey haired head, thin straggly strands of silver.

"The Hyena?" The young member asked, chuckling to himself. Kane slapped the back of his head, his bobble-hat flying off.

"Shut up Scotty, show some respect. I wonder what happened to the girl in the locket." Marty mumbled...

...

_1945: Dawn to the end of the second World conflict, the fall of the Germans and the collapse of Hitler's reign. Russia's land was still stained with the gushing flood of allies blood, clotting the cold snap of snow to a gory slush. Pillars of rising black smoke climbed into the abyss of grey cumulonimbus clouds. Shattered skeletons of charred tank carcasses litter the fields of war torn Stalingrad, only a few clatters of gunfire echoing across the silent whipping winds._

_A lone soldier slumps down against a wall, breathing heavily, pulling the warm hat from his short blackened locks. Smog and soot clot his skin pores and a drying river of blood ran __down from his scalp to his brow. His rapid heart rate slowed and he gulped hard, lungs on icy fire, dry from the inside out._

_His name was Sergei Kravinoff, a young Russian soldier, forced to fight in a war he had no part in starting. He clambered up to his shaky feet, boots skidding along the slippery red snow. Brick walls around him lay on their sides, warped and scattered along the pavement. He licked his dry chapped lips and took a shaky breath before lifting his wobbling rifle, cocking it once and aiming at the source of noise coming from behind the crumbled pile of bricks._

_"кто там?" Sergei called, lips trembling as they did, breath panting terrified. A few distant explosions go off like thumps, feeling them jostle up his spine. He called "Who's there?" again in Russian, and still no one emerged. He grit his chattering teeth and teetered his boots slowly towards the crumpled wall._

_Kravinoff stepped closer to the shattered wall on it's side, blinking hard to avoid the sight of a corpse beside the rubble, dry blood like flaky red dust around the exit wound on the bodies head. Kravinoff gulped and suppressed the urge to vomit, swallowing the feeling down. He stepped over the body, the image permanently imprinted on his mind. Kravinoff was never a violent man, he hated fighting, he hated violence. This was a horror for him, one he could not awake from. His shaking rifle in trembling hands lifted and, with a quick brave inhale, he leaned over the bricks, real steel barrel pointed at the source of the noise._

_Kravinoff's young eyes widened and his rifle slowly lowered, as he looked at the bloodied woman, curled up by the bricks, crying and shaking in fear as she cradled a tiny cooing baby in her arms. Kravinoff gulped and quickly hopped over the cascading pile of bricks, slinging the rifle over his shoulder and crouching beside the terrified girl._

_"I-It's okay, I'm a soldier." he said softly, slowly, trying to calm her. She kicked him with her outstretched foot, like a mule. Kravinoff fell back and stared at her, confused and shocked, his rifle clattering against the bricks._

_"That is what I am scared of." she hissed, hugging her baby tighter. Kravinoff licked his lips and sat up, gaping like a fish to find the right words for this beautiful and fiery brunette woman._

_"I am good soldier, Russian army. I'm here to help."_

_"Why aren't you off fighting, deeper in Stalingrad?!" she retorted, peeking over the wispy locks of hair on her cooing baby's scalp. Kravinoff licked his lips and sighed._

_"My men. They-They left me. Thought me dead." Kravinoff shrugged, his thoughtful eyes lifting to her, as he saw her visibly soften. "Sometimes I feel like I am."_

_"Dead?" she raised an eyebrow, full lips curling into a lopsided smirk. He nodded gingerly. "Me too." she smiled weakly. Kravinoff chuckled lightly, but jumped as a nearby explosion thumped across the earth, reverberating up their spines. A shower of shrapnel doused them in debris. The baby screamed and cried at the echoing bang. "Shh, hey, shh Alexei." she hummed, bouncing the infant in her arms, kissing the babies head. Kravinoff watched her hum and sooth her baby, kissing the baby repeatedly._

_"Where's the Father?"_

_"Where'd you think?" she snapped, her big wide eyes glassy, before she peeled away to smile falsely at her baby, trying to calm her. Kravinoff understood now. It was war, and all men where made to fight. _

_He studied how the baby changed, cooing and giggling as this wonderful Mother caressed and bounced the baby. It's funny, but the baby never seemed to understand the devastation, the apocalyptic remains of Stalingrad around them. Of course the baby didn't notice the world hanging on a string. To this little infant, the world was her Mother, and as long as her Mother was safe and alive, so was her world. _

_"We need to get that baby somewhere safe." Kravinoff said with ferocity and determination. "Come, get up." he offered a hand, pulling the young woman and her sniffling baby up._

_"W-where is safe?" she asked. Kravinoff picked up his rifle, cocking it._

_"Da. I know a place." he said, tilting his head for her to follow. She licked her plump lips and nodded, following, cradling her baby tight. Kravinoff led the way, rifle raised._

_"I'm Sasha." she said suddenly, breaking the cold ice between them. Kravinoff smiled across his chiseled jaw._

_"Hello Sasha, I am Sergei Kravinoff. But you can call me Sergei." he beamed to her, seeing her smile back._

_..._

Suddenly Kraven's hand tightened around the locket and his fiery green eyes blared wide open, his chest heaving as he coughed and hacked up salty water, dribbling down his chin and Goatee with each violent cough and wheeze. Marty and the other Trawler's staggered back as the titanic man wheezed and spluttered, rolling onto his front to cough up the water. His long wet hair ran in blackened vines down his bulging arms. Blood trickled from deep gouges and cuts on his biceps and pectorals.

Kraven got up on weak feet and turned, reaching for his Kukri knife, finding it not there, gone from his ripped belt. Marty raised his hands to calm Kraven.

"Easy big fella. We found you out there, floating around the sea. What happened to you, can you remember?" Marty asked gently. Kraven steadied his heart rate and gulped, coughing as he swiped his wrist along his soaked mustache.

"Da. M-My home, my ship, my legacy!" he roared, turning to look at the writhing sea, churning over the wrecked segments of submarine. "...Gone."

"Look, how bout you let us look at those-" Marty reached for Kraven's bleeding arm, the red gore liquid watering down into a concoction of sea water and blood. Kraven snapped away and raising his fist, staggering on weak feet. "Whoa, easy! We're gonna help you, okay?" Marty raised his hands again. Kraven sighed and dropped to his knees, heavily thudding against the decking. He was exhausted and aching all over, low on blood and strength.

"Da...okay." Kraven nodded, lowering his head to rest his forehead against the deck with a weak thump. He moved his fist out from his side to slide into his eye sight, opening the thick cage of muscle, revealing his locket. Sasha smiled back at him and he managed a quivering smile back at the water dampened photo.

"Get the suture kit, would ya?!" Marty called, just as Kraven's eyes slammed shut, falling forward onto his face, unconscious again.

...

_1953: Russia's winter snapped forests, deep in her cold heartlands._

_"Sergei, Honey, can you go and get more firewood?!" Sasha asked, snuggled up by the roaring fire in the large wooden shack, concealed deep in the tall green forests of Russia's motherland. Sasha's hair was tied up into a ponytail and her gorgeous physique was hugged in a warm navy blue cardigan, thick jeans hugging her curvy legs, tucked up under her rear. Sat beside her was her eight year old daughter, long brown hair and rounded pale cheeks, freckles dotting her soft skin. This was the same baby she'd cradled in the war torn ruins of Stalingrad, when Sergei had found them, her late husband at the time lying on the other side of the collapsed bricks of their home, a bullet hole in his skull._

_Time had changed her though, and Sergei's warm heart had helped her to move on, thus falling in love with him, both head over heels._

_Sergei Kravinoff himself smiled and got up from his warm and soft arm chair, groaning as he sat up, padding over the wooden floorboards in his thick socks to his wife and daughter. While she wasn't his blood daughter, he still viewed the little girl as his baby girl, and she viewed him as her loving Father, for he was all she ever knew as a Father. He walked over to his bundled up wife and daughter by the glowing and crackling open fire, their eyes dancing across the hissing and popping blocks of silver wood, cracks splitting the blocks as a pressure of fire glowered from within._

_Kravinoff was bundled up himself in a thick sweater and a pair of cargo trousers, tall boots stood by the door, doused in thick snow. A hint of collarbone was showing along the hem of his neck as he bent down before his wife. Sasha beamed as his warm, huge carpenter fingers slipped under her smooth curved jaw, tilting her lips up to his, in a soft and passionate kiss._

_"Yuck, Papa!" Alexei groaned, laughing as Kravinoff peeled from his loving wife. He grinned at her and kissed Sasha's forehead before turning to Alexei, eyes widening at her, a large grin creasing his lips._

_"Ah, too slow!" Kravinoff cackled as he scooped his baby girl up, holding her up in his huge hands, Sasha laughing as she watched from the floor. He peeled up Alexei's top and pressed his lips to her tummy, blowing raspberries against her sensitive skin, his stubble tickling the girl. She laughed and giggled uncontrollably, writhing in his arms, her lips in a huge smile._

_"Papa, st-stop!" she pleaded over a giggle. He relented and brought his daughter down to hug her, kissing her scalp, letting the brunette girl calm down from her giggling fit. He put her down and she immediately dived to her mother, hugging her tight, Sasha giggling. Kravinoff couldn't help but smile at his perfect little world, his perfect little family._

_"I'll go get more firewood." He smiled, Sasha smiling back. She blew him a kiss and he laughed, walking over to his boots, pulling the cold soaked fabric up his feet and tightening up the bitter laces. He picked up the heavy wood Axe by the door and slung it over his shoulder, opening the wooden front door with a creak, the bitter cold winds snapping their icy jaws at his face. "I'll be back soon."_

_"Hurry." Sasha smiled. Kravinoff smiled back._

_"I will." he stepped out and shut the door to his home, sighing contently to himself as he whistled, trudging off through the deep snow, the cold winds whipping against his rosy cheeks. He'd built the house himself, all out of wood forged from these very trees, surrounding the icy mountains. Kravinoff had built himself a perfect life, and he felt content as he wondered through Mother Russia's harsh wilderness._

_He neared a few stumps from fallen trees, kneading the Axe in his thick and calloused hands. He swung it back over his shoulder and swung sharply forward, the blade digging deep into the -_

**_-deep tissue of his enemy, roaring as he did so, blood trickling down his scalp, fires lapping round his ankles, unstoppable, untamed, his family in danger!_**

_-rough flesh of the tree's rounded hide, bark splitting and cracking around the Axe's head. Kravinoff pulled the Axe from the tree, foot pressed against the tree trunk. He swung it back round and smashed the Axe down on the tree again. He pried the Axe from the tree's spine and stopped, hearing a twig snap._

_Kravinoff turned, looking at the surrounding walls of thick tree trunks and evergreen leaves. His breath escaped his lings, a cloud of white forming from his dry lips. His eyes narrowed at the parting in the tree wall, a long lock of hair falling into his eyesight. He blew it aside and stepped slowly and carefully towards the noise._

_Suddenly, a roar sounded behind him and a monstrous Wolf of huge muscular build leaped out of the brush, claws raised and flaring fangs on show. It's silvery grey fur was dusted with freckles of snow as it bounded and leaped out the hedges._

_Kravinoff roared back as he swung round to face the leaping animal, bringing the wood Axe round too, swinging it with all his might into the side of the wolf's skull, a loud pop echoing as it fell lifeless atop Kravinoff, his back sliding across the snow as the dead wolf lay atop him, claws sunk into the snow either side of him, lip still quivering over it's yellow teeth._

_Kravinoff groaned and sighed, throwing his head back against the cold snow, before pushing the wolf off of himself, rolling over himself and getting up, gripping the Axe. He pressed his feet on the Wolf's head and pulled the Axe from the temple, blood on the tip of the silver blade. His panting breath appeared before his cold and dry lips in an exhausted cloud of condensation. He bent down beside the wolf and sighed, coming down from his adrenaline high. He pressed his hand against the bulbous side of the Wolf's belly. He pat the beast's body and stroked the soft fur, shaking his head to himself._

_"Pokoysya's mirom." Kravinoff sighed, Russian dialect for 'Rest in Peace." He gave one last pat to the beast and gently gripped it's ankles, lifting it up and throwing the creature over his shoulder. Snow had begun to fall, freckling his black beard. He put the Axe through a loop on his belt, trudging through the snow to their home. He was empty handed with firewood, yes, but this Wolf carcass would feed his family for a good week, and Kravinoff always made sure that no animal kill was for a waste. _

_When he arrived home, a smile played across his lips. Sat outside in the snow, building and packing snow tight into round white spheres, was Alexei. Her hair was tied up into a messy ponytail, courtesy of her Mother. She was bundled up in thick layers of clothing and fleeces, gloves patting the snow. Kravinoff chuckled and gently set the wolf body down in the snow. He padded across the crunching snow to Alexei, crouching beside her._

_"Hey Baba." He smiled as she giggled and continued her task of crushing snow in her dinky hands. She was rather small for an eight year old, but Kravinoff never ever tried to make her feel small. "What are you doing?"_

_"Snowballs, I-I'ma building snowballs, papa." she laughed, lifting a handful of snow and pushing it into his beard. He staggered back and laughed, swiping the icy fluff from his facial hair._

_"Very funny, Alexei." he smirked, quickly vaulting forward and scooping the eight year old up. She yelped and squeaked, giggling as Kraven span her around in his huge hands. She patted at his massive shoulders, before calming down and snuggling into his shoulder._

_"Love you, Papa." she hummed into his shoulder. Kravinoff smiled softly and kissed her brunette scalp, cold and wet, yet warm beneath. He hugged the little girl closer._

_"I love you too, Baba. You're my little one, and I will protect you forever, and ever." he mumbled softer. _

_"Promise?" she smiled against his shoulder._

_"Cross my heart." he laid down his oath. _

...

"Cross my heart." Kraven studied the locket in his hand, feeling the Trawler ship sway back and forth in the rocking ocean waves. Marty was currently stitching up Kraven's huge bicep, weaving strands of thin wire through the deep gouge of his tissue, pulling the gory wound shut. Kraven grit his teeth, squeezing his hand shut tight around the silver locket. He lifted the balled up fist to seat under his chin, silvery chain swinging from his fist.

Cups slid across the desk as the rocking ocean waves cradled the belly of the Trawler ship. Marty sniffed and rubbed his fingers along his nasal, finished stitching Kraven's arm.

"Okay. Question time." Marty said, crossing his arms and leaning back in his chair. Kraven lifted his weary head and his crinkled eyes set on him. "What happened to you?"

"Defeat." Kraven mumbled bluntly, spreading his fingers open to see the locket. His thumb gently nudged the locket's silver door open, revealing Sasha's smile. His eyes stayed glued to the photo.

"Defeat. Right, umm...how bout an answer that ain't a riddle." Marty challenged. Kraven flared his teeth and turned his gaze to the Trawler. Marty gulped. "Y-You know, when you're ready."

"The saying of 'You never know what you had, till you've lost it' never really hit home to me. Then, when it happened, I saw it, proving the saying correct." He caressed his thumb across Sasha's photo. "I have lived for so, so long. Prolonged my death with countless herbal remedies and natural elixirs. I'm a hunter, who's avenged his family, yet lacks the tenacity to end his outstretched life. Why do I carry on, if I have fulfilled my purpose?" Kraven asked, his weak and brittle eyes peering at Marty, whose mouth was currently resembling an 'O'.

"Umm...wow, that's a loaded question." Marty rubbed the back of his neck. Kraven turned to look at the locket again. "Is that why you were in the sea? You try to kill yourself?" Marty asked. Kraven scoffed.

"No. Someone else already tried." Kraven snarled. Marty leaned forward, licking his lips.

"You know, death...giving up, it ain't the answer." Marty shrugged. Kraven laughed weakly. "I'm serious. You asked, why do we carry on? Well, cos we gotta. It's life, we push on, we move on, but we never forget." He said, and Kraven listened, staring at the photo of Sasha. "Never throw away a life, cos it is such a precious short thing-"

"Not to a man who's lived for too long." Kraven snapped suddenly. Marty sighed and rubbed his beard, straggly hairs scraping his fingerprints. "I-I have nothing left, all lost to the ocean, or to the murderers who started me on this dark path." Kraven sighed, stroking the locket with his thumb.

"Well, still...death ain't the answer. I'm guessing this is the first time a...Hunter?" he looked at Kraven for clarification, and he nodded. "Right, a Hunter like you has ever thought about giving up."

"No, not the first, just most recent." Kraven mumbled.

"You said that someone already tried, someone or some people destroyed your home." Marty rubbed his nose. "You wanna get back at them? Well, don't give up, you never give up. You give up, and they've won."

Kraven scoffed, shaking his head. "I believe those days are over."

"Only if you want them to be." Marty sighed, patting Kraven's huge shoulder. Marty sat back and stuck a wad of tobacco on his tongue, chewing the black tar. "You're a good man, Sergei."

"A good man?" Kraven scoffed, chuckling dryly to himself. "I am anything but a good man."

"Yes you are, why wouldn't you wanna be?"

"Because I was a good man once, and what happened?" Kraven snapped, licking his lip. Marty's chewing jaws fell slack as he eyed Kraven. He looked back into the safe warmth of Sasha's eyes.

"I crossed my heart, promised I'd keep them safe." Kraven sighed, closing his eyes tight, delving into memory.

...

_Kravinoff was currently chopping firewood, swinging the Axe up over his head and driving it down hard to split the blocks of timber in two. He tugged and tore the blade from the Earth, readying for another swing. His breath fogged from his mouth as harsh whips of cold air slapped his skin. He sliced more and more blocks in the winter logged forest around his log cabin home, currently hidden behind trees of lush green, freckled white with snow._

_He chopped the last blocks, sheathing the Axe at his hip. He collected the blocks of wood and hoisted them up in his broad arms. Kravinoff sighed contently as he took in Russia's scenery, mountains of gorgeous white, huge crisp blue skies, all interlaced with woven lappings of grey clouds, rumbling over the mountains. He smiled and turned, heading back to the Cabin. _

_His Silver Wedding ring seated atop his right index finger, he rubbed it along the rough bark of the wooden blocks in his arms. Kravinoff trudged through the thick snow, stepping around the familiar trees beside his log home. _

_Kravinoff stepped out of the brush, and his jaw set loose, the blocks of wood falling from his hands, clattering down to thump in the snow by his feet. The Log Cabin front door was snapped and buckled, wooden splinters erupting from the severed timber. Kraven's heart was in his throat as he ran to the door, not stopping as he slid round the door, his shoulder slamming into the wooden door's buckled architrave. _

_His hands pressed against either side of the door frame, and there, right before him, laying lifeless in the middle of the room, was his little girl, Alexei. Her brunette hair was dashed with dank red, her bright brown eyes fixed on the ceiling, lips parted and her pupils dilated. Kravinoff dropped to his knees, hand's cupping his trembling mouth, blinking over hot stinging tears._

_His bleary eyes set on the knife hilt intruding her stomach, and his gut wrenched, as strangled sobs wracked his throat. He slammed his head down into his hands and sobbed, gagging and gasping over thick fat tears._

_He lifted his head and his lips quivered to a "No." over and over as he got up on shaky legs and staggered out backwards, falling to his knee's again in the snow, eyes still fixated on the doorway. _

_"No...I-I crossed...cr-crossed..." he couldn't finished the words, so instead slid his fingertip across his chest. "M-My heart." he breathed. He stayed there in the snow, red puffy eyes set like stone on the doorway, Alexei still unmoved. Long strands of black hair fell over his eyes, and he gulped._

_A snap. He looked up, ears twitching towards the sound. Stood at the side of the house, was a thin, spindly man, dressed in winter attire, black boots and thick beige sweater. Kravinoff's piercing eyes latched to the man's and he flared his lip. His eyes traveled down the man's thin form, seeing his rake lithe hands, pale and quivering, and stained with blood...Alexei's blood. Kravinoff immediately unsheathed the wood Axe, startling the man, which sent him off running. _

_Kraven threw the Axe with all his might, the top heavy bladed weapon swirling through the cold, crisp air. A loud cry echoed along with a horrific crack as the Axe sunk into the coward's spine. He fell to the floor, face buried in the snow, his long blonde hair dancing in the whipping winds. Kraven got up, and in his emotional fury, paced over to the body, as it slowly began to desperately claw away, hands balling up snow. Kraven grabbed the Axe, twisting it slowly, the boy crying out and screaming in agony._

_"Who...did this?" Kraven asked sinisterly. _

_"Y-You killed one of our wolves! A-An eye for an eye, the camp's-leader said! argh, please!"_

_"Why are you here?!" Kraven twisted the Axe blade, ripping his bone and flesh further. A guttural cry left the boy. _

_"W-Wanted me...a-and the others to teach you a lesson! Kill the girl, take the mother!" the boy cried out. Kraven roared and pulled the Axe from the kid's spine, before swinging it up over his head and back down hard on the base of the teen's neck, silencing him once and for all in one echoing crack, blood speckling Kraven's coat. He wiped the blood from his face, ripping the Axe from the teen's neck, eyes distant yet intently fixated on the silent body before him. Kravinoff looked at the blood on his trembling fingertips - the boy's blood - and he blinked hard, trying to forget the atrocity he'd just sinned. He licked his dry lips and blew out a breath, nodding to himself. _

_"An eye for an eye, you say?" Kraven spat. "We'll see." _

...

"I hunted them for months, tracking their footprints, learning to become part of the wilderness, of Mother Russia's land." Kraven explained, Marty gulping as he listened to the gory tale. Suddenly Kraven sobered from the nightmare, his eyes turning hard. He shook his head vehemently, gritting his teeth, ashamed crack to his groggy voice. "Why am I telling you this. You are nobody to me."

"Except the guy who pulled you out the ocean."

"That does not give you a pass to my history." Kraven snapped, shutting the locket in his palm and sliding off the leather bench seat, hands anchored to the flat of the desk. Marty sighed heavily and rubbed his brow, getting up to follow Kraven, as the beast of a man stamped out onto the deck of the swaying Trawler ship. He padded over to the edge of the ship, huge calloused palms pressing and gripping the paint flaking wooden handrail. He sighed and shook his head, trying to push out his suddenly haunting past. He grit his teeth at the sounds of the two other Trawler men laughing by the edge, both with fishing rods to pass the time.

"Hah hah, come on, I promise, I'll pay up if you catch a Swordfish!" Kane chuckled, casting his line out into the endless expanse of sea, a mere plop sounding among the crashing waves that rocked the vessel.

"Cross your heart?" Scotty laughed. Kraven's heart froze solid, his blood running cold as a reverberating memory hit his cerebrum.

_"You promise Papa?" "Cross my heart..."_

The laughter and the memory caused Kraven's eyes to bolster wide open. He pushed off the ship's bow and stamped over to the tiny teen. Scotty turned and his smirk vanished as the massive shadow dwarfed him.

"What did you say?!" Kraven roared, gripping the boy's thin needle neck in his huge tight grip. Kane dropped his fishing rod and tried to calm Kraven, Scotty choking. "You dare mock what I lost?!" Kraven spat, his teeth flaring, chest heaving beneath the ripped and ruined Tiger skin vest.

Suddenly a gun cocked, making Kraven turn - all of them turn. Marty was aiming a short stubby Sawn off shotgun, both barrels planted firmly in Kraven's direction. Marty's eyebrows tilted towards Kraven, licking his lips as he assembled his request, trying to keep his hammering voice stern.

"P-Put the boy down." He said firmly, yet his heart was beating a mile a minute. Kraven looked at the wheezing spluttering boy in his hand, face turning blue, eyes rolling back, feet kicking at the air, inches off the deck, hands clawing at Kraven's fist wrapped round his neck. "I said put him down." Marty growled, aiming the shotgun. Kraven scoffed.

"You going to kill a man you just saved?"

"If I gotta." Marty shrugged. "Now, let him down, now."

Kraven scoffed and opened his palm exaggeratedly, Scotty dropping to the deck with a thud, spluttering and wheezing. He rubbed his bruised throat and Kraven bent down, green eyes flaring violently at his.

"Never, ever, say those words near me again." Kraven snarled, before pushing his index against Scotty's head and knocking him over backwards. Kraven scoffed aggressively and got up, stomping over to the lip of the boat, hands resting on the wooden railing. Marty gingerly approached Scotty, helping the boy up.

"Th-That guy's a lunatic!" Scotty choked. Marty sighed and lowered the shotgun to his waist, staring at Kraven's back.

"When we reach land, he'll no doubt go off on his own. Look at him Scotty, guy's a mess." Marty mumbled, watching Kraven peer over the bow of the ship, watching the sea waves lap against the hull. "People like that? They don't end up that way unless something goddamn awful has happened to them...and damn it all, he's a walking nightmare."

_..._

_Kravinoff stormed onward through the winter harsh blizzard, icy winds slapping his face with frozen hands, dragging his Axe behind him, a slicing trail in his wake. His determination and adrenaline fueled him as he grit his dentures and pushed into the horrendous winds, snow flakes being propelled like bullets into his face, each tiny impact stinging his sore and cold skin. _

_His hair whipped and billowed behind him as he fought on, harder and angrier, but his determination was beginning to ebb, and in that cracking adrenaline was the building up realization and emotion of what had happened. His gritted teeth loosened and his flaring lips began to quiver and tremble. His nose sniffed, but not from the cold, as hot streams of salty water ran down his sore cheeks. _

_He finally broke and collapsed to his knees in the snow, dropping the dragging Axe and cupping his mouth, eyes blinking tight to try and stem the flood of uncontrollable emotion. Kravinoff's shoulders bobbed as he sobbed heavily into his palms, before slowly dropping his hands to coil around his huge broad waist, hugging himself as he cried big fat tears, dripping off his cheeks and melting into the snow._

_His little girl was dead, the little baby he'd found hiding with her mother in the ruins of Stalingrad. She was gone, killed because he'd accidentally killed a hunter's glorified hunting dog. Kravinoff lifted his bleary blood shot gaze as he heard a distant yelp from atop the blizzard ravaged mountain, the sound carrying through the wind barraged trees._

_It was a female yelp, a scream for help. His heart froze and he gasped to himself, sniffing his tears away. Sasha. These people were not going to kill her, she'd survived them this long. These Hunters who's Wolf Kraven had slaughtered...well, the Hunter was about to become the Hunted. Kravinoff snarled and got up on his trembling knees, hand diving down into the thick snow, fingers running numb blood as he pulled the Axe from the icy grip of the Earth._

_He ventured on up the hill, his weary heart suddenly alight with fury and vengeance, a thousand ways to murder riddling his brain. This was a powerful man who would do unthinkable things to protect his family...to avenge his family._

_Kraven ran through the snow as soon as he heard the first scream of pain echo down the mountain slope. His legs were on fire with Lactic flames, but still he pushed up that hill, Axe dragging behind him, a new kind of murderous fury filling his eyes. Kravinoff ran through the knee deep snow till finally he pushed through outskirts of thick brush and snow freckled trees._

_He stood looking down upon a camp, a large camp too, of many Survivors, people who'd left Russia's bustling heartland either during the great war, or after. Here they were, living off the land, like him and Sasha...Like Alexei. He panted clouds of crisp fog and eyed the camp, small tents along the border, a roaring fire atop logs and sticks in the center, crackling orange flames rising higher and higher into the air, the stench of putrid smoke settling in his nasals. Kravinoff crouched behind a fallen log, ice having split the bark and ravaged the wooden flesh within. He caught his breath and studied the patrol of farmers and Shepherds walking slowly down the side of the camp._

_Kravinoff ducked down behind the tree and hugged the Axe to his chest, listening to their chatter in Russian, their laughter, their cackles. He heard another blood curdling scream and couldn't take anymore, leaping over the log with a roar, startling the three Shepherds, the unarmed men never standing a chance. Kravinoff's eyes flared with a furious monstrosity that had never once resided within him. He swung the Axe low across the first man's chest, ripping his gut open. As he fell to his knees into the snow, Kraven roared and swung the Axe around sharply, slitting the staggering bystander Shepherd's throat, ice and snow clotting red. _

_The last Shepard was laying face down in the snow with an Axe buried in his scalp. Kraven's eyes were wide and brokenly aggressive, the usual tranquil calm green of his irises now a flaring, sharp lime green. The atrocities he'd witnessed in the World War had haunted him for years, taken so many nights of sleep from him, made him a monster in it's own right. The gallons and liters of gore he'd witnessed; the screams, curdling his blood, still ringing in his ears, all these horrors no one should witnessed had finally done something to him, caused something to snap in Kravinoff. _

_To him, now violence was the only answer to get what he wanted, an ideology that years of violent war had planted in his mind, messed up his conscience. Kravinoff ripped the Axe up out of the man's head and panted in the cold winds, staring intently at the camp, seeing barking and hissing Wolves all tethered to long nailed logs, one empty leash being the sealing factor in who they were. Kraven had accidentally killed one of their hunting dogs, affected their food intake, damaged their families. To even the odds, to enact revenge, they'd destroyed Kravinoff's family._

_Kraven padded down the hill and quickly hopped the log border of the camp, crouching suddenly behind a tent, as a bundled up woman with a Kalashnikov rifle walked by, shouting a desperate plea in Russian out into the woods, obviously for the fallen Shepherds. Kravinoff was running out of time._

_He got up and listened to the wind barraged tent, hearing a few whimpers and a weak pleaded "no" in Russian, in Sasha's soft voice. Kraven heard a dark chuckle and his hearth thumped a mile a minute as he tore a hole in the tent wall with his Axe and vaulted through. The man before the beaten and heavily bleeding woman he called his wife was currently laughing and doing the buckle up on his pants. Kraven looked at Sasha, and his heart wept a thousand times in a millisecond. Her eye was gouged, her lips were torn and bloodied, her clothes were ripped and tattered and she'd been...violated in the most intimate way._

_Something changed in Kraven at that moment, something snapped. Kravinoff...no, **Kraven**,had only ever hunted for food, for a way to survive, as the way mother nature intended. But when something changed in him, something that would seal his destiny and his future as a hunter and a monster forever, so did his idea of hunting. He roared and the man turned from his work on Sasha to stare into the furious and hell bent eyes of Kraven. _

_Kraven lifted his knee and with all his might, brought his leg down to straighten out and snap the man's leg backwards, his knee cracking sickeningly. He cried out but only for a mere second, as Kraven brought the Axe up in an upper cut, slicing straight up through the rapist's jaw, killing him, silencing the monster who'd defiled and raped his wife._

_Kraven dropped the body and spat a thick glob of saliva on the corpse, before his heart rekindled with emotion, eyes going soft on Sasha. She smiled weakly, her bruised cheeks, a horrible concoction of purples and reds, rising under her swollen eyelids. Her hair had bald spots and matted with blood where they'd violently torn at it. _

_Kravinoff sunk to his knees beside her and gently rested his hand on her cheek, Sasha smiling, oh so frail in his hold. He leaned his head forward to her neck and silently began to let wracked sobs leave his lips. her heartbeat was so weak, beating so slowly and so gently, like fragile glass, ready to crack and shatter at any sudden move._

_"S-Sasha..." he breathed, kissing her soft bruised neck. She winced but cooed, and he could feel the patter of fat tears on his hair. "Al-Alexei..." and she broke down crying, sobbing into his long hair, his mane. Kravinoff burst into tears too, hugging her softly in his huge cardigan arms, massive hands caressing her ripped and bloodied shoulders._

_"I...I l-l-love you...Sergei." Sasha breathed weakly, a slight gulp in her tone. He sobbed harder, tears streaming down his leathery cheeks. "I'll a-always love you."_

_"I love you too." he muffled into her hair, his glassy eyes awash with stinging hot tears. "D-Don-Don't leave me a-alone." he begged, rocking her softly in his arms. She smiled and gasped over a jolt of pain, hugging her face into his neck._

_"I'll ne-never leave you alone, my dear sweetheart." Sasha grunted. Kravinoff's strangled cries sounded louder, echoing around the billowing wind ravaged tent. "B-But I need...to...to..." she was growing weaker, softer in his arms, melting into his arms, her muscles relaxing. "...there for...Al-Alexei..." she breathed, before her eyes shut and her soothing smile disappeared as her muscles loosened._

_Kravinoff sniffed loudly and wiped his eyes with a thumb over her shoulder, before reeling out of the finale hug, seeing her lifeless and silent. His eyes set on her with a puppy's glassy gaze._

_"S-Sasha?" he whispered, shaking her body lightly, but she never moved. Kravinoff became hysterical, his lips quivering as he cupped her cheeks and tried to wake her. "Sasha, my Baby, please, come back to me." he breathed, his tears dripping off his stubbly jawline. Once again she never stirred. Kravinoff set her body down against the wall of the tent she was tied to, and he simply stayed on his knees, watching her still form. He panted her name for what seemed like hours, crying till he couldn't muster anymore tears._

_But then...as his world crumbled, and his future seemed bleak and dark, he could hear it outside the tent. The manic laughter, the torturous chorus of the people who'd taken her, the tribe who'd killed her and raped her, the people who slaughtered his daughter. His head lifted and his soft eyes began to harden, like setting concrete, his evergreen irises, overgrown with fury and vengeance. _

_His trembling lips went rigid and his hissing teeth clenched, vines of saliva swinging across his dentures. He looked over at the array of torture weapons they'd used on her. The bloodied knives, the whips, the bolt cutters. His teeth grit harder and he growled heavily, his neck constricting and his huge muscles tightening to boulders. He got up on shaky and broken knees, wiping his bleary eyes clear, seeing the two Kukri knives by the dead Rapist. _

_He unsheathed both knives and held them tight in each hand, his knuckles paling. Kraven could feel the fury and anger boiling in his chest, rising into his throat, ready to be vocalized. His mouth opened wide, teeth flared, and his neck tensed tight as an earth shattering roar of a broken life shattered the calm of the sadistic camp._

_Silence echoed as all the camp goers all looked to the torture tent, seeing the massive shadow lift up inside the fabric house. They all gulped and swallowed hard, as Kraven stepped out of the tent, reborn a monster in the ashes of his destroyed life. He wielded both the Kukri knives, lifting his head to stare venomously at the families, the men, the women, the people who home this hell._

_Kalashnikovs__ raised in a flurry of fear as Kraven lunged from soldier to soldier, warrior to warrior...child to child, slicing and cutting, cleaving through flesh and bone, bullets whizzing by him, some even through him, exiting his massive body, an unstoppable juggernaut of hellbent hurt. He roared and blacked out, committing violence and atrocities as he tore the families of this camp apart in streaks of gore red. _

_He stabbed and sliced, carving a canyon of blood through the heart of the camp, never relenting, never stopping, even when he couldn't see their strangled and hurt expressions through his stinging tears. He ripped them apart, and even when the camp was nothing but ashes, burning a thick pillar of black smoke up into the sky, he hunted the remaining members down._

_He destroyed what was left of his old life, setting his log cabin on fire, crackling hot flames licking around his unlivable house, the tainted blood of Alexei and Sasha forever staining the wood of that building. Kraven became a Nomad, spending the next twenty years solely hunting the remaining members of that villainous tribe to the ground, even if it meant becoming a villain himself, slipping into a violent coma he has yet to awaken from. _

_He learned about the Earth, about Nature, how to survive in it, how to master it, and to use it to heal and strengthen his body. He used herbs and medicines, all ground from flowers and plants to lengthen his life, to make him stronger and unstoppable._

_When he finally killed the last of the camp's members, he took to destroying and burning down their family trees, hunting their relatives, stopping them dead from existence, just like Sasha and young Alexei. When he finally killed the last and distant relative of the tribe's leader, the man who issued Sasha and Alexei's murders, he began to slip out of his violent coma, now a man without purpose. He found, rusting in the icy oceans of Russia, a Submarine, and set sail to the wide world, leaving his tainted memories of Russia._

_He had become a hunter, it was all he knew, so he took to hunting animals, and grew a fancy to the sport, becoming a Game hunter. It wasn't a decade or more until he'd finally killed one of every species, sporting a trophy of each. It wasn't long till he'd fallen back into his violent coma and claimed three Hyena's as his pets, and after that, it wasn't long until he'd decided to hunt the greatest game of all...Spiderman. _

_The little empire he'd built to sustain himself, to hide his inner torment and give him something to strive towards was soon burned to the ground, lost in the ocean, his legacy sunken to the sea. He'd formed a foe, in a girl, in a nightmarish, powerful and underestimated girl. Gwen. The girl had destroyed his home, everything he had left, and then...left him to drown as the broken anchor he was, holding himself down like he always had. He was a drowning anchor, sinking to the bottom of his ruined life..._

...

Kraven snapped out of his daydream as a violent wave hit the ship.

"Land ahoy!" Scotty called, peering over the edge at the distant green hills of rising land, set against crisp blue sky and rolling white clouds. Seagulls cawed and screamed overhead. Kraven watched the ship plow through the crashing waves, bumping against water strangled slabs of rusty metal, all parts of his broken submarine, his shattered legacy.

"Cast the anchor, boys!" Marty hollered over the crashing blue waves below. Kraven sighed at the photo of Sasha and shut the locket, tucking it into his torn and ruined Tiger skin vest. He let go of the silver locket against his harden pectorals and turned, padding over to his belt of knives. He picked it up off the deck and tightened it in a knot around his waist. He checked both Kukri knives and looked out at the land mass only a mile away.

His eyes drifted down to the carcass of Kardas, his Hyena equivalent. He sighed and closed his eyes tight, shaking his head, before bending down and running his fingertips across the wet, leathery skin of Kardas's face, closing his beady eyes, wishing him sleep. He whispered a goodbye in Russian and stood up tall atop the deck.

"You thinking of going somewhere?" Marty asked with a smile. Kraven nodded and looked at the land. Marty sighed and rubbed his beard. "Look...you're all tattered up and your clothes are...well, wrecked." he scoffed. Kraven raised an eyebrow at his Tiger skinned vest. "Got a spare set of clothes inside. Go, get changed." Marty nodded.

Kraven did like the sound of that, new, warm clothes. He gave a brisk nod, one last look at the landmass and turned, stamping down the steps, deep into the ship. He ducked under the doorway's lindle, into the small crew quarters, pacing over to the cabinet. Kraven opened the doors and pulled out the neatly folded pair of black cargo trousers and Navy blue, woven wool sweater. He took the clothes into privacy and unchanged, throwing his rancid and damp tiger skin vest into the trash and his broken necklace of trophies. He pulled off his ripped and sopping combat trousers and pulled on the warm and dry cargo trousers. The sweater coiled tightly around his broad frame and he tugged his boots back on, throwing his long hair over his shoulders, tugging his beard out of the Trawler sweater's neck hole.

Kraven sighed at the Locket and tucked it back into his collar, marching back out onto the deck. Marty chuckled at Kraven. "See? Hah! A new man!"

"Not quite." Kraven nodded with a chuckle, looking at the land mass. Sheathed at his hips were his long Kukri knives, Marty gulping at them.

"About your umm...your girl." he nodded to the unseen locket. "Sorry."

"Don't be." Kraven mumbled, pacing over to the lip of the ship, peering out at the land.

"Sorry bout the shotgun, too!" Marty hollered.

"Don't be." Kraven said bluntly. He eyed the land mass and peered back at Marty. "How long till you get closer?"

"Not till tomorrow morning. We'll anchor here and head out when we got better daylight." Marty shrugged. "We often check the shores for survivors of ship wrecks." Marty explained. "Do a little sweep on our way by, doesn't hurt to keep an eye open, right?"

"My thoughts exactly." Kraven snarled, flaring his eyes at the distant land, hoping, praying that Spiderman and the girl were somewhere there. They definitely survived the Submarine sinking, hell, they practically damned him to Davy Jones' locker. Kraven felt a hand on his woven sweater shoulder.

"Crash in my bunk if you want. I'll sleep under the stars." Marty shrugged, smiling. Kraven chuckled.

"I'll decline. My eyes are set to these stars every night. I'll stay out here on the deck." Kraven began to pad towards the starboard, the sun's sinking light casting gorgeous waves of orange and red glows across the tranquilly calm ocean.

"At least eat with us!" Marty chuckled, looking at Kane and Scotty. "Have a beer, right guys?"

"Yeah...sure." Scotty gulped. Kraven had to agree, cooked food and a cold beer sounded good. He nodded slowly and began to pace back to the crew quarters.

...

"So, this guy squares up to me, all like "I'll take you on, wee man!" and I just stand back, nod, take a swig of my beer, and just wallop him, right in the chops!" Kane laughed hysterically beside Scotty, swaying in his seat, either from the beer or the ship atop the waves. Marty slapped the table and tried to catch his breath as he laughed out of control, wiping his brimming eyes. Scotty was laughing so out of control, it sounded like crying, only making Kane and Marty laugh harder.

Kraven was sat in the corner, fiddling with his half empty bottle of beer, eyeing them occasionally, chuckling to himself at their stories. He swigged back some beer and put the bottle down, getting up off his stool and padding out and up the steps, to stand underneath the bright cluster of stars. Marty and the other two were too engrossed in laughing to care where Kraven had gone.

He stood on the deck, looking up and sighing contently, feeling the darkness of night envelope him, the warm light of the glowing stars prickling his face as he soaked in the cool night air. He mumbled in Russian and lowered his eyes to his hand, opening the locket again. He sighed and shook his head venomously, shutting the locket with a click, unable to meet Sasha's eyes.

"I'll come home to you soon, my angel, but first, I need to finish my hunt." Kraven stared out at the land mass, a small glimmering light on the beach catching his eyes. Was it a fire? just as he narrowed his eyes...

"Hey, Kraven?"

Kraven looked away from the night time beach in the far distance and his eyes landed on tiny Scotty. Kraven dwarfed the boy, one of his arms alone was wider than Scotty's torso.

"Yes...Scotty?" Kraven asked tiredly. Scotty shrugged and bashfully raised his gaze.

"If I umm...If I said something that offended you, or upset you, I'm sorry, really I am." Scotty said bravely. Kraven chuckled and nodded, crossing his huge arms over his broad navy blue sweater chest.

"Thank you. It's...it's a long and bloody tale." Kraven sighed, mumbling. Scotty nodded quickly.

"Oh...well, umm, yeah, thought I'd just say sorry." Scotty nodded again. Kraven chuckled and shook his head, rolling his eyes. He reached over with one hand and tugged Scotty's hat down over his eyes, blinding him. "Hey!" Scotty laughed, Kraven smirking to himself, shaking his head. Scotty pried the hat up off his eyes and chuckled a blush. "Okay well, umm...yeah, thanks for not killing me. You're a cool guy. A big guy too!" Scotty gave a thumbs up and went back inside to the roaring laughter. Kraven leaned on the edge of the boat and looked down at his reflection in the ocean, enjoying the peace and tranquility nature on the ocean can offer.

"No, I'm not a "cool" guy. I'm a murderous dog, a Hunter." He snarled and looked at the small candle like glow on the huge beach. "And I am not finished hunting yet. I have one last trophy to collect."

...

Morning arose instantaneously, sunlight flooding the decking of the Trawler vessel. Kraven was sat with his back against the wooden wall of the crew quarters, head down, arms crossed and legs up on plastic crates. He snored to himself when the ship rocked, knocking him awake,throwing him off balance. He staggered off the seat and to his feet, rubbing his bleary eyes to adjust to the sunlight.

"Land, we're closer, Marty!" Kane hollered as the ship lunged through a large crashing wave. They were indeed closer, the green blotchy mound on the horizon, now a defined mass of vibrant land, doused with fine hairs of trees, making the scalp of the island lush green. Kraven looked out at the beach of the distant island and his pupils dilated on the sight.

Even from this far out at sea, his impressive and enhanced eyesight homed in on the land. He knew it, all along he knew they were near! Stamping out a smoldering pile of ash, was a Lithe blonde girl and a brightly dressed red and blue man. Kraven's eyes widened to near perfect circles, because there was only one pair that fit that description, especially this far out on Earth's wide open water world. "They survived. The girl...survives." Kraven snarled.

Kraven leaped up onto the edge of the boat, leaping again to hang form the outstretched arm of the boat, hoisting the net out over the waves. Marty eyed him, confused, as did the other two. "What are you doing, Sergei?"

"I need to get to land!" Kraven roared, eyes flaring at the Girl he saw disappear into the brush, heading inland. "Now! I need to get off this ship!"

"Whoa, whoa, calm down!" Marty hollered as Kraven swung the arm around over the deck and released his grip, landing on his booted feet with a thump. He stormed passed Marty, shoving his shoulder. "Hey! We're not going that close to land, the rocks are too rough, it could damage our ship!"

"I care not about your ship!" Kraven spat over his shoulder. Marty grumbled and followed Kraven, as the man picked up his leather belt of knives and tied it around his sweater waist.

"Look, Sergei, buddy, you can't swim that far to land, and we can't get any closer, the rocks'll shred the ship...my ship. I-I can't risk her."

"I appreciate all you have done, but here is where I depart." Kraven nodded, stepping past Marty and storming up the steps to the control room, hoisting the door open, his hands wrapping around the steering wheel of the boat. Kraven snarled as he spun the wheel to full lock. Marty struggled to move Kraven, feeling the boat list and turn sharply towards the land.

"Look, Kraven, you're wounds! Y-You don't have the energy to swim that!" Marty tried to reason. Kraven kicked a lever and the Anchor on the ship dropped through the waves, chain unraveling till it thudded to the bottom.

"I appreciate the care, but I have a trophy to claim."

"Damn your trophy, stay with us, become a Trawler, hell knows you've got the build for it!" Marty reasoned, following Kraven down the steps. "You're better than this, stop!"

Kraven sighed and stood on the lip of the ship, a clear view of ocean towards the beach. As he looked through the rippling translucent sheet of salt water, he saw the jagged rocks beginning to rise the closer they got to land. Kraven looked over his shoulder at Marty, Kane and Scotty.

"No, I'm not. It's all I have, and all I know." He sighed and looked down. "Maybe I could've been happy, like before, if everything hadn't have gone so wrong. Maybe Sasha and I, we'd be old...and grandparents to Alexei's youngsters! But, life has a way of making you a monster." Kraven looked back at them "I'm not what you think I am. I'm just a monster too." He nodded and gave a tiny smile to his firm leathery lips. "But thank you. For everything."

And without another word, he leaped off the bow and plunged into the depths, his arms scraping against the jagged rocks, slicing the frayed fabric of his sweater. He swam upwards to the surface and panted for air, before turning from the Trawler vessel and heading all the way to land.

...

Foaming sea waves licked and lapped at the beach, frothing and rolling over one another in a constant struggling dominance over sea and land. A single weak groan and splutter sounded, the splashing of weak legs dragging themselves from the ocean, walking in clammy paces up the beige beach. Seagulls cawed and squealed in the blue sky, the sun beating down on the blue abyss of salt water.

A huge calloused hand slapped down on the sand, weak and trembling, clenching the sand as his thick fingers squeezed the soil, molding around his palm as he attempted to haul himself from the sea. A loud choked splutter sounded as the titanic man crawled out of the lapping waves, his water logged skin torn and stained with red gore. His huge spine hunched and he wheezed into the sand, coughing and choking.

His green irises opened and he peered up through long black strings of matted hair, lips flaring. He ran a hand down his weary wet face, fingers trembling with adrenaline, still coughing salt water from his lungs, dripping down his contorted lips. He groaned and grit his teeth, pushing up off his knees onto shaky feet, calf muscles tightening.

He ran a hand through his long black hair, throwing the mane over his head, resting at the base of his thick neck. The defeated Hunter stepped forward three paced up the beach, before dropping to his knee, weak and tired. The cap of his knee thudded against the silvery sand with a thump, his shoulders bobbing.

His black cargo trousers were torn and frayed in tiny places, tucked into his soaked and water logged black boots. What was left of his bone trophies snapped from their necklace and spilled over the beach, but he did not care, he didn't even peered at them, as he focused solely on getting back up to his feet.

He pushed up off the floor with a growl and stood once again, groaning at his headache. He heard a small thump against the chorus of the lapping ocean, looking down at the silver locket by his boots. He bent down and scooped it up, fingers raking through the sand.

"Sasha..." he breathed, flicking the locket open to peer at her reflection, the small photo torn and blotched from water damage. Kraven growled, gritting his dentures tighter and tighter, the calcium blocks scraping. "My...Sasha." he grumbled, intent fury in his gaze as he shut the locket, pressed his aged leathery lips against it and clenched his huge fist around it. His arms bulged and his veins rooted thick beneath his tan skin.

Kraven paced up the beach towards a small pillar of dying smoke, rising from grey charred sticks. The stench filled his nostrils as he bent down, examining the carcass of branches and embers. He picked up an ashy stick, looking it over.

His hunter instincts kicked in and he figured out how old these were, how long the fires had been extinguished, all from the color and flakes of ash. Suddenly, a clap of rotors sounded over the ocean, Kraven snapping his eyes up as the flock of huge Jet Black Chinooks roared overhead, each with swinging pendulous cables beneath, carrying heavy crates and other cargo. Kraven watched the loudly whirling Helicopters race above, his eyes narrowing at the silver symbols on the side, a large round O, with other letters behind it.

"Oscorp." He mouthed, gritting his teeth, crushing the stick in his hand. He threw the ash into the dirt and stood up, padding round the extinguished fire. He eyed the dirt, listening to the rotors grow quieter over the thick jungle. He studied the sand, seeing four footprints, meaning a pair had been at this fire, a pair he now knew too well. He bent down and prodded two fingers into the soil, studying the tracks as they lead deeper into the jungle.

"Gwen." He growled, furious at how the girl had destroyed his ship, his trophies, his pets. She and Spiderman had destroyed everything he had left, and he intended to repay the favor.

Kraven got up off the floor and paced deeper through the band of jungle, deeper into the island, following the tracks of Gwen and Peter.

* * *

**Author's Notes: So, a whole ten thousand word Chapter, about Kraven's past. I thought I'd focus a whole chapter on him, so the next one can be about Gwen and Peter. I think I made the right call, doing it as a chapter on it's own. If I had his flashbacks mixed in with Gwen, Peter, Harry and the Goblin, and would that get confusing and unable to read! A proper timeline implosion! Anyway, let me know what you think, you all know how I get spurred on by your lovely reviews! Can't believe how well this story has done, thank you so much guys! - Dave**


	28. Peter: My Brother, my Enemy!

**Author's Notes: Hey everyone, the full next chapter is almost done, the usual, nearly ten thousand words. But, this. This is different, and I really wanted to write a poem / song to really convey Harry's inner torments to finding out Peter killed his Father, but it just had to be on it's own, it wouldn't work within another chapter. Tell me what you think! - Dave**

* * *

**Peter: My Brother, my Enemy.**

**...**

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother.

* * *

But wait, something sinister,

eating at my heart, violent and dark.

That feeling, like a cure administered.

Sinking deeper, cannot breathe,

waves of fury, burning like a blister.

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother?!

* * *

I'm Denying,

the rising,

the crying,

I'm dying!

* * *

Peter Parker,

friend?

Never.

Foe?

Forever.

* * *

My Father's blood,

wet on his hands.

My trust,

like a leaf in a flood!

Peter, he hates on me,

he lied to me,

it's burning, brighter, hotter,

like Schizophrenia!

* * *

Don't know anymore,

all alone,

my heart's in all out war.

Peter Parker,

Friend?

Never!

Foe?

FOREVER!

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother?!

* * *

He took from me,

he hates on me,

he lied to me,

he's using me,

he's killing me,

fragility,

hostility,

debility,

senility!

* * *

Brother?

Never!

Traitor?

FOREVER!

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother?!

Dead to me,

Lied to me,

Took from me!

* * *

Cried on a Coffin,

no way of stoppin,

here I come...

I'M GOBLIN!

* * *

No way of turning back,

full throttle,

psychotic!

Put down the bottle,

chaotic!

Neurotic!

* * *

Hope?

HAH!

He took from me,

he's killing me,

he's dead to me,

My Friend, my Brother,

Peter, Peter Parker!

My brother, my betrayer!

* * *

It's coming,

velocity,

supercharged fury,

undying atrocity!

Judging like a jury,

ferocity!

* * *

I'm crying,

I'm dying,

I'm trying!

He's killing me,

he's hating me,

he's taking me,

my heart,

my soul,

All of me!

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother?!

* * *

Brother?

NEVER!

Traitor?

FOREVER!

* * *

Goblin in my blood,

monster in my heart,

laughter!

chaotic,

neurotic.

No.

No.

No.

No!

NO!

* * *

Peter, Peter Parker.

That boy, that friend, that brother,

I can feel it, edging in, something darker.

Like no other,

Peter Parker,

my friend, my brother!

NEVER!

**NEVER!**


	29. And then there were two

**Author's Notes: Hey everyone, bit late, I know, but here we are, and a bloody long one to make up for it! Hope you've all been well, and getting ready for Christmas! Too early to celebrate? Personally, yes, but hey, we're all unique! Anyway, this is a heart wrenching chapter I think, a lot of it around Peter and Gwen, with a bit more on Harry and the Goblin. I hope you don't cry like I did at the end of this chapter! Peter and Gwen are in for a tough and emotional battle! Anyways, enjoy everyone and hopefully I'll speak to you in the reviews! - Dave**

* * *

**Chapter Twenty Nine: And then there were two. **

**...**

_Gwen stood in the heaving downpour of rain, her black Umbrella held high above her head, a neat ponytail like a spout of golden cream on the back of her tresses. Her eyes drank in the morbid sight of her Father's Coffin, the varnished black casing being carried by close family, Danny Lugo at the front, holding one side of the ivory handles. Her Uncle and George's best friend gave Gwen a weak but supportive smile._

_She smiled back and sniffed, wiping her eyes with her gloved thumb. Her brothers were sobbing alongside their broken Mother, a shattered family cast in black. Gwen watched them carry the Coffin across the drowned grass, beneath the silvery clouds low above, her eyes lifting to see Eugene Thompson stood on the other side with his own family, a fitting black suit and tie, and a tidy short buzzed blonde haircut. He gave her a support smile and a gentle wink, Gwen smiling back thankfully._

_He mouthed "Parker?" with a soft raise of his eyebrow. Gwen shrugged and quirked half her mouth up into a defeatedsmile. Even two of her Teachers had shown up, Mrs Riley and Mr Walcroft, both stood clad in fitting grim black attire. The silvery mustache of Mr Walcroft met Gwen's eyes first as she snapped from her saddened daydream. He stepped under the edge of her umbrella, smiling softly. _

_"A good man, your Father. Kept our city safe for years. I just hope we can repay the favor, and keep it clean for him, for his children and wife." Walcroft smiled, rain dripping down his bald scalp. Gwen smiled back softly and nodded, licking her dry lips._

_"Thank you M-Mr Walcroft, I appreciate it. Thanks for umm, for coming." she nodded, gulping hard over an emotional lodge in her throat._

_"Oh, the least I could do, Gwen dear. And, please, we're outside of school, call me Eric." He smiled, patting her shoulder lightly, before turning back into the rain to the safety of Mrs Riley's umbrella._

_But Gwen could only think one thing: 'If that was the least her Teacher could do...' She peered up into the sky, rain pattering down onto her cheeks, as she squinted up at the thunderous heavens. '...Where was her Peter, and why wasn't he here for her?'_

...

Back to the present, Gwen lifted her eyes from the crackling fire atop the sandy beach, the sounds of churning waves crashing within the pitch black abyss to their left, all the way out to the unforgiving cold sea. Stars sprinkled the sky in glittering silver specks, like diamond snow suspended in time and space. Without any light pollution this far out in nowhere, the sky was a gorgeous night time concoction of cyan bands and deep aura blues, all mixing and swirling around the blackness of deep space, a dusting of trillions of stars, all glimmering up in that infinite expanse.

"You know, growing up in a city, I never got to see the stars like this. It's...breathtaking." Gwen gasped, shivering as she hugged her knees to her chest, head falling back on her pivotal neck to eye the silent and slowly rotating sky above. Peter lifted his tired and bruised eyes from the crackling amber fire to see her, eyes like saucers as they took in the stars. He couldn't help but smile at her, so childlike, so inquisitive and intelligent. His mask lay by his Spandex lap as he leaned back on his elbows, enjoying the view himself.

A shooting star shot overhead and vanished, all within the blink of an eye, and Gwen gasped, her eyes falling to look at Peter's. He grinned and chuckled at her, seeing her eyes so wide and her smile so bright. She was perfect in every way. "Oh my god." she breathed. "I-I've never seen a shooting star before." she giggled and whispered under her breath, sinking her head down into her shoulders to beat the cold snap and hugging her knees tighter, neck curved all the way back to let her take in the gorgeous abyss of stars above.

"Yeah..." Peter rolled onto his back, a hand on his Spiderman suit chest while the other found a way behind his head, crossing his outstretched legs. He hummed and eyed the stars above. "...me neither."

"You know, my Dad used to say that if you wished on one, then it'd come true." She beamed, never breaking her round eyes from the sky, trying to catch sight of another flash of streaking light.

"Well,_ I_ wish we could go home." Peter mumbled, his smile slipping solemnly. Gwen looked down at him, licking her dry lips as she eyed his heat haze, wobbly form over the crackling fire. He was without faith, he was beaten...and most of all, he was tired. Gwen wanted him to smile, she loved it when Peter smiled. She licked her lips and gaped a few times before she knew what to say.

"Hey, forget the sky, the stars, space and all that, tell me bout Uncle Ben." she turned and disregarded the beautiful sky above with a swish of her hand, before shuffling round the fire and hugging her knees, chin propped on her scabbed knees. Peter sat up on his elbows and raised an eyebrow at her.

"Seriously?"

"Seriously, come on, talk. I mean, the only real time I met him was when he told me about my photo on your computer." she smirked, watching him gulp and nod, running a hand through his windswept brown locks. He gave a simple chuckle and grinned to himself.

"Not really the best way to start asking you out." he mumbled, shaking his head.

"Still got me, didn't you?" Gwen beamed, tilting her head to him, her cut split lip beginning to heal, thanks to her advanced healing capabilities. Even the scabs on her knees were beginning to peal and lift. Peter smiled at her and shuffled closer across the sandy beach. He leaned on his palms and connected his lips to hers gently.

"Love you."

"You too." she smiled, licking her sensitive lips, tracing where he'd been. "Now, Uncle Ben. Share." she smiled, patting the sand next to her. Peter chuckled and shuffled to sit beside her, slipping his hand round hers, tightly holding her hand to his chest. She sighed contently, despite their situation, resting her head on his shoulder, both eyeing the huge sky above. Peter chuckled to himself, his free right arm wrapping around her shoulder, squeezing her softly. He scratched at his ear with his left and let a calming smile grace his usually frowning features.

"Well, umm...okay, okay...so, my Uncle Ben. Wow, where do I start with him?" Peter grinned to himself. "Well, he was the best Father I never had. He taught me everything I know, well, except the stuff-you know, stuff that Aunt May taught me..." he rambled and mumbled, Gwen giggling as she hugged her arms tightly round his waist.

"Did he teach you how to talk to girls?" Gwen smirked, her eyebrow raising suggestively. Peter laughed, the skin round his eyes crinkling as he grinned. "Cos, Bugboy, you really ain't good at it." she smiled, giggling under her breath at his outraged yet surprised expression and mock-offended laughter. Her laughter only steadily increased behind her palm as he stammered and tripped on air, trying to correct her, but failing miserably, simply proving her point two fold. He was starting to laugh too, more so at her own laugh, as she began to snort and wheeze.

"No, no he didn- s-stop laughing!" he laughed harder as Gwen's own giggles began to turn into snorts, her hand coming up to stifle the laughter. He chuckled till his jaw muscles ached, shaking his head back and forth, Gwen squinting through her cheek raising laughter, intently watching Peter through her eyelashes, finally seeing him laugh, seeing him genuinely smile.

Just when they thought they'd both calmed down and swallowed over their bubbly giggles, Peter opened his mouth to speak, but immediately broke down into laughter again, causing Gwen to outrageously chortle and giggle, wheezing and snorting, her eyes streaming with laughter, her lungs aching. Peter's laughter had gotten so out of control, that his eyes were tightly screwed shut, his lips parted into a huge grin as his laughter became inaudible, Gwen just seeing his throat spasming with the supersonic laughter.

"Wha-What are you - oh - what's so-" Gwen tried to breathe, but Peter simply lifted his head from his knees, showing his out of control laughter on his face, bobbing shoulders, causing her to start laughing again herself. "Why are-why are we laughing - so - so much?" Gwen managed to hiccup out over breathy laughs.

"Be-Becau-cos, you - you're snorting - it's hil - hilari-" and he hugged his aching stomach, wiping his eyes of tears. "It's hilarious!"

"N-No, it- it's not!" she laughed.

Eventually they both calmed, getting their laughs under control, Peter still chuckling gently occasionally. He leaned back and eyed the sky. "Oh, thanks. For that." he nudged her with his elbow, as she fiddled with her long blonde hair, picking the knotted clumps of matted blood out.

"For what?" she beamed. He shrugged and licked his dry lips.

"I dunno, just, for making me laugh again, for making me think about Uncle Ben again. Just...thanks." He smiled at her, reaching over and gripping her hand gently, smoothing his thumb over her split knuckles, now dry scar tissue. Gwen shrugged, smiling to herself, flicking her hair out of her eyes.

"Ah, don't mention it." she leaned back on the sand on her side, propping her head up with her free hand, elbow sunken into the beach. "T'was nothing."

"No, no, it was, it was. I've been in a...a real dark place since what happened that night...at your apartment..." he gulped hard, throat spasming, Adam's apple bobbing. "Y-You know, the Goblin."

"Yeah." she sighed sympathetically, freeing her right hand from his to stroke his bruised cheek. "I know you have."

"Mmm. Just...seeing you get hurt was too much...thinking you were gonna die?" he looked up at her bright green eyes, glimmering in the moonlight. "Well, that's not even worth thinking about anymore...I-I can't and won't." he shook his head venomously.

"Well good. Cos I'm here! See?" she gestured to her chest, Peter chuckling quietly. "I'm here, because of you. You've blamed yourself for way, way too long, Bugboy." she smiled gently. "Time to move on."

"Yeah...maybe."

"Peter, its just...you've been scaring me lately." she looked down at the sand pooling round her side, trying to avoid Peter's confused and worried gaze. "You've gotten...I dunno, colder? Is that the right word?"

"Colder?" he echoed. Gwen sat up and huffed, crossing her legs, fiddling with her shredded socks.

"I dunno, but...Peter, there was a time when you _never_ would have even thought about killing. But since the whole Goblin thing, it's like, you jump straight to that."

"No I don't!" Peter sat up, eyebrows furrowed. Gwen sighed softly, inclining her head at him.

"Really? You suffered guilt for days after killing the Goblin, but when it came to Kraven, you were intent on killing the guy, no holds barred!"

"So? Wh-Why the sudden care for that freak?" Peter mumbled, eyeing the sand, fiddling his fingers with the beach.

"I don't care for him. Not one bit." she gave a disgusted expression, softening as she peered at his brown eyes. "But I care about you. I know you hated having the death of the Goblin on your hands, I know you did whatever you could to avoid it, but in the end...it was the only way." she shrugged. "I just...I don't want you to have anymore blood on your hands. I know it's weighing heavy on you. And now...with Kraven at the bottom of the sea? I just.. just...don't go cold and dark on me, please." she reached for his hands and gently cupped them.

To her sadness, he reeled his hands out of hers and avoided her gaze, his mood solemn again. Gwen sighed heavily as he licked his dry lips and retreated in on himself, turning to the fire.

"Better umm...Better get some sleep, yeah?" he eyed her neck, unable to see her saddened eyes. "Big day tomorrow." he turned to the fire fully and lay on his side, hands sandwiched under his head. "Night." he mumbled.

Gwen stuck her tongue in her cheek and nodded falsely. "Yep...good talk." she sighed, hugging her knees and looking up at the stars.

...

_Gwen parked her rear in her spinning desk chair and pushed off from her bed to slide across her carpet and to the edge of her desk, gracefully. She curled her legs up to her chest and dug her heels into the soft sponge of the chair's seat, hugging her creamy skinned knees. She still had a long line across her shin, scar tissue and scabbing hard skin creating a dam to stem the bleeding, ever since she was in Oscorp tower avoiding her mentor turned Lizard._

_Still, despite the injuries and the mortal wounds, she'd still helped her darling Spiderman save New York from a biochemical storm of destruction. She flicked her wet bangs out of her eyes and rubbed her clean and make-up devoid eyes, having just returned from a cleansing shower. She licked her lips and sighed, looking outside at the dawn rising, orange and red glows painting the horizon in a gorgeous hue of color, tumbling clouds painted with pinkish tones._

_She'd not seen Peter since her Father's demise that fateful night, and she had no idea where they stood as friends...as a couple. Her heart hammered in her throat at the idea of him leaving her, but she gulped and decided to front the storm head on. She was going to his house today, and she was going to confront him, find out why he wasn't at his Funeral._

_So she got changed, got dressed in a black and navy grey striped top and pulled her stone grey cardigan over her shoulders. She fluffed up her hair and pulled a light cream Beanie hat over her cold ears, golden locks spilling down her cheeks._

_She took a shaky breath and picked up her umbrella, because despite the sunny horizon, the wind was carrying an atrocious black abyss of thunderous cloud overhead. A few splatters of water thumped along her window pain and dribbled down, so she pulled her boots on and made her way out of her apartment, trying to block out the sounds of her Mother's muffled sniffles and cries from the room across the hall._

_It didn't take long till the rain fell in torrential torrents of roaring salty water, Gwen silently thanking her umbrella. She sighed heavily and took a steely inhale to stem her rapidly beating heart. He'd not talked to her in weeks, he'd not attended the funeral of her Father, and he'd not even made an appearance at school, at least to her knowledge._

_She shuddered at a clap of thunder and a brief streak of lightning, before building the courage to pace up the tall steps to the Parker residents in Queens. She hoped he'd at least talk to her, at least tell her where they stand, at least explain why he wasn't there for her at the funeral. She hoped though, most of all, that he'd at least not beat himself up about what happened to her Father, because after all, he already has enough emotional weight resting on his shoulders. He seems to think he has to do this all alone, that it's better that way. Well, Gwen was always gonna help him, no matter what might be thrown at them..._

...

Peter huffed and sat up as Sunlight drenched his skin, blinking his tired eyes. He yawned into his closed fist, listening to the ocean churning and writhing on itself, cool sea waves lapping up the beach, near his toes. The smoldering fire was now silvery sticks and small clumps of flaky ash. Single wisps of smoke rolled up into the air, carried upwards and away in the breeze.

Peter ran a hand through his matted locks, before looking at Gwen...who was gone?! Frantically he eyed the curved beach for miles, seeing nothing, heart hammering, pulse quickening.

Finally he saw her, halfway up the beach, pacing along the shore, her golden locks billowing across her shoulders, green eyes studying the waves. Peter sighed and pressed the heels of his palms to his eyes, groaning. He pushed himself up off the floor and stood with a moan, rolling his cricking shoulder blades. He clapped his tongue across the roof of his mouth, turning his bleary eyes back to Gwen, watching the lonely girl.

She sat down on the beach, pulling her socks off her feet and throwing the torn black fabric over her shoulders. He could see it, the weariness, the upset, the loneliness, all of it finally pooling at the surface for him to see. He felt a bolt of guilt slowly tear it's way up his spine and sink into the base of his brain like a white hot arrow. He was once again pushing her away, but not out of a selfless need to protect her, to follow a dying Father's wish. This, this was a selfish act, a cold one. Gwen was right. Peter was becoming cold.

He sighed and ran his hands down his face, before sucking up his courage and walking over the curling beach to her. He never wanted to hurt her, to push her away, to alienate her; but he didn't want to think about his actions, how much they'd darkened since the Goblin nearly claimed her life. The idea of her dying was so horrible, was too much to bear even thinking about, that he'd be willing to kill anyone who even thought of hurting her. But maybe, what Gwen was saying was right. He already had so much blood drenching his hands, so much weighing his shoulders down, that maybe taking more lives wasn't the way to save her, or himself.

He snapped from his thoughts as he nearly tripped over a branch of drift wood, a soaked carcass of timber littering the sand. He muttered and corrected his course, his eyes locking back onto the beautiful blonde currently sliding her bare toes along the sand and dipping them in the cooling waves. She sighed contently at the cold water licking her toes, lulling her head back to the morning sky.

He smiled at her majestic qualities, before finally standing next to her, turning to the waves and deciding to sit himself. Gwen peeled an eye open and looked at his worn face, lathered in healing bruises, like her own.

"Morning." she said bluntly.

"Hey." He said within a breathy mumble, running a hand up through his hair. They both sighed and looked out over the waves, sloshing, writhing ocean ripples, all meshing into a gorgeous concoction of cyan and deep blue. Peter looked over at her as she looked down at her feet, as the small dainty cream toes dipped into the cooling waves, cleaning off dry blood.

"Inland, yeah?" She asked, still staring at her feet, a blade of dirtied blonde hair falling over her eyes. Peter wet his lips and nodded.

"Mm hmm, inland. More umm, more chance of finding people - help, you know." He shrugged, gripping the base of his Spiderman red boot and pulling it off his leg, a cut off point of blue spandex at the middle of his defined calve. He turned the boot upside down, emptying it of sand.

He took his hot and clammy foot and dipped it into the water too, sighing at the cool contact. Gwen opened her eyes and looked at him. Her eyes traveled over him as he pulled his other red boot off, sliding his toes along the sand and into the water. She smiled lamely and looked back at her own feet, tiny and hairless compared to his.

"Always dreamed of a beach holiday." Peter said softly as he slid his feet from the sea and hugged his knees. He rested his chin atop his lean forearms, puffing a breath through pursed lips. Gwen looked up from her feet and nodded, giving him a small lop sided smile.

"Yeah. Me too."

"Growing up in a city and all...never seen the sea." Peter chuckled, his big brown eyes drinking in the bright blue waves, for as far as the eye can see. "It's...umm, big?"

Gwen giggled weakly, tilting her gaze to meet his softly. "Big? Y-You've got the entire English vocabulary to choose from...and you pick,_big_?" she snorted as he scoffed and shrugged.

"Okay, okay, it's...vast...endless...gorgeous!" he exclaimed, hands held out to frame the view before him. Gwen smiled and laughed softly to herself. "Better?"

"Little bit." she said, eyes following the distant waves and the rising sun. Peter sighed and lowered his gaze to his knees. He gingerly lifted his hands and mimed a Camera, squinting through the slits between his fingers. "Man, what a shot. Wish I umm...had my camera, you know?" he chuckled weakly, hand lifting to rub his nape.

"Mmm." Gwen nodded to herself, a single bob of her eyebrows being the only indication she was even listening to him.

"You okay?" he asked gently. Gwen sniffed and nodded, eyeing the sea again.

"Yep." she said bluntly. Peter sighed and ran a hand up through his hair guiltily. He gaped for a few moments before the words fell from his tongue.

"I'm sorry."

"Don't worry about it." Gwen said abruptly, licking her dry lips and looking at him. He had a slightly disgusted look on his face, almost hurt. She licked her lips and shrugged, eyes flitting from the ocean to him. "Doesn't matter." she said, getting up on her sore feet, padding to her cast away socks. Peter scoffed angrily and looked over his shoulder at her.

"Don't do that!"

"Do what?" she huffed, bending down to pick up the black fabric. Peter stood up sharply, hands clapping against his Spider suit sides.

"You know damn well what, you're shutting me out!"

"No I'm not, I'd never do that to you. That's a horrible and selfish thing to do." she said overly sarcastically, shaking her scrunched up face and turning on heel towards the smoking fire. Peter grit his teeth and followed her, staggering in the sand to quickly pick up his red rubbery boots.

"You are being...being...way outta line!" he stomped after her, trails of sand puffing around his feet. Gwen laughed outright to the sky.

"Oh, oh _I'm_ being outta line, that is so, so rich, Peter!" she scoffed, fake laughing to the abyss of blue above them. Peter snorted and shook his head, anger on his expression.

"That's a fake laugh!" he challenged.

"It's real!" Gwen countered, head dropping back down to eye him furiously. "Cos, I-I find it_ hilarious_ how after all we've been through, you _still_ shut me out, you_ still_ think of me as...as some kind of burden! Just a child, out to get hurt!" Peter sighed and looked down at his toes, sinking in the sand."Well guess what, Peter?! I am _not_ a child, so stop treating me like one." she snapped, turning away from him to pace back to the fire.

"Stop acting like one then." Peter mumbled. With a puff of sand, Gwen stopped still, he could see the balled up socks in her hands shaking within her paling tight fists. He gulped as she slowly turned around to face him, eyes flaring.

"What did you_ just_ say?" she challenged, tilting her head and narrowing her eyes at him, raspy voice terrifying. Peter ran his bottom lip across his top one, shrugging. Gwen suddenly paced back towards him, stamping through the sand. He quickly staggered backwards from her, hands raised in surrender. "I swear to god, Peter Parker, what did you say?!"

"I said, stop acting like a child." he said with a trembling voice. Gwen flared her pearly whites and threw her socks at him, both hitting his shoulders with barely any impact. She ran her hands up to ball up her hair, tugging on the blonde locks in frustration. She bent down and picked up handfuls of sand, throwing them uselessly, puffing clouds of beige dust carried away in the wind between them.

"Grr, you are impossible! Y-You're calling me a child?! When you're acting like...like...a...a _child_?!" She had no energy to find a better description, hands slapping at her thighs, defeated. "God sake, I'm too tired for this! I-I don't wanna fight with you, but...I mean...Grr, h-how can we go from being care free and happy one minute, to at each others throats the next?!"

"I dunno." Peter sighed, shrugging. "Both under immense stress, lost in the middle of nowhere, away from our - our families?" He softened, Gwen lifting her scrunched eyebrows, her crinkled features smoothing out. "I'm being a Jackass, you're being a Jackass."

"Hey!" she whined, Peter chuckling weakly.

"Both being stubborn then, better?" he began to slowly close the gap between them. Gwen crossed her arms and shrunk in on herself, eyeing the sandy floor. "I'm sorry I keep shutting you out, I-I don't mean to, I don't think you're a child, Gwen." she looked up softly into his brown eyes, so much conflict within them. "I've had this barrier against letting people in all my life...w-with my Mom and Dad leaving me, My Uncle dying...I-I just..." he sighed and leaned his head forward, hoping to feel something gently bump against his scalp. It did. He could feel Gwen's warm locks cushion his scalp, feel her hair brushing his forehead. "I know it's not a good excuse, I-I don't wanna make excuses. You want to know why I won't let anyone in?"

"Please." she breathed against his chest, her hands slowly and gingerly lifting to press against his collar bones.

"Because...i-it seems like whoever I let in..." he shuddered at the thought. "They always end up leaving first."

He suddenly felt a warmth envelop him as Gwen tightly wrapped him up in a hug, pressing her chest against his. "It's stupid I know...but, I just...If I don't let you in, then maybe you'll live longer."

"Peter." she said, reeling out of the hug to look in his eyes. "That is ridiculous." he looked confused, so she elaborated. "They didn't die because of you, they didn't."

"Gwen-"

"Without letting anyone in, y-you're just living an empty life, and I don't want that for you, nobody does. And...what's a life worth living, if it's long and empty?" Gwen looked deep into his eyes. "My Dad told me that. Been thinking about him a lot recently. Point is, I'd rather live a short, happy life, than a long empty, alone one, wouldn't you?" she said softly. Peter sighed and gently gripped her wrists.

"You're not dying, okay? I won't...c-can't..."

"Shut up about me dying, god, otherwise I'll be living my whole life thinking about the end, and what sort of life is that to lead?" She smiled. Peter chuckled and couldn't argue with that. "Plus...I don't know if you noticed...but..." she lifted her open palm and his, pressing them together, feeling them stick together like Velcro as their spidery hooks intertwined together. Peter studied their interlocked palms, smiling weakly. "Well, I'm not exactly _"Little Miss push over and cry"_ am I?"

"You never were, long before I did this to you." he smiled, peeling their palms apart. "You've always been the strongest person I know, I'll ever know." he leaned forward and ever so softly brushed his lips against hers. His hands landed on her hips, hers on his chest. "You're my inspiration, my Hero, Gwen."

...

_"They shot off..." Gwen's lips trembled and her voice cracked as she sniffled harder, her eyes slamming shut briefly to stem the flooding hot tears. A few tracks of water trickled along her soft cheeks, her lips licking one another as she sniffed loudly. "...Rifles and they made speeches. Two of my Teachers showed up. And Fl-Flash showed up." She cried, sniffing back her wet nose, rubbing her runny nasals with her fingertips. Her broken green eyes, like moss lathed mirrors connected with his brown eyes. "Everyone was there but you."_

_Peter eyed the porch beneath his feet, scuffing his trainers along the concrete, listening to the monotonous drone of heavy rain thumping down behind Gwen. He looked up at her, her upset, her tears, her trembling lips, her want for anyone to just hold her, to help her, even if she'd never admit it. He sighed and lifted his hand, pad of his thumb brushing the tears from her cheek. She soothed at the touch, stepping closer into his touch, closing her puffy red eyes._

_"I can't do this." He huffed, dropping his hand from her suddenly, Gwen leaning forward slightly, as her cheek tried to find that warmth again. He licked his lips and shook his head, his own eyes welling. "I can't do this."_

_A look of almost betrayal and sheer upset engulfed Gwen's already overflowing eyes, her lips dropping open slightly, a twitch of her nose as she sniffled._

_"I'm sorry, I can't." He said slowly, carefully, heartlessly, yet with all his heart. He wanted her, he wanted her all to himself. He wanted to take her into his warmth, to hug her and let her cry, to kiss her and help her through this...but that one word kept replaying over and over in his head: Promise._

_"Wh-What are you saying?" Gwen asked with an adorable lisp to her cracking voice._

_"I can't see you anymore." Peter shook his head, bottom lip sucking in his top one, trying to stem the tremble as his eyes grew hot and glassy, stinging tears trickling as he peered at Gwen's heartbroken eyes. "I can't." He sniffed, eyes flexing to make her understand, but she did, all too well. He stood with his back to the glass window pane of his porch, rain falling heavily down across the tarmac of the street. A clap of thunder rolled across the sky, followed with a flickering vein of lightning._

_Gwen licked her lips and sniffed, her big round eyes squinting over the welling, brimming tears. Her lips creased as she sniffled, sleeve coming up to dab her button nose. She turned, opened her umbrella with a circular burst of black and stormed down the steps of the Parker residence. The water pounded down on the umbrella, bouncing up and splashing in thousands of shattering diamonds. _

_But the lime irises - the diamonds of Gwen's eyes - connected with his sorry brown ones as she stood in the rain, looking up at him from the brim of her umbrella. "He made you promise, didn't he? To stay away from me, so I'd be safe."_

_Peter never had to say a word, so he just eyed the concrete steps, sniffing and closing his eyes. Gwen knew, there and then that this was not his own conscious thought talking, but her Father's. Peter was merely doing what he thought was right by a dying man. Gwen left that day, and didn't see him again for almost a week, only caught glimpses and stolen gazes in the hallways at school. _

_That was, until he whispered to her about broken promises being the best, the first ray of hope in what felt like eons. Looking back, Gwen can only wonder how much her life would've changed or rather not - if she never smiled at those words, if she never got back together with him, if she never gave them another chance. But she did, and her world was forever changed by that scruffy haired boy - the man behind Spiderman..._

_..._

Harry sat in his Father's desk chair, hands clamped to the wood of the table, feeling it creak as his knuckles paled, veins rooting along his arms. His hair dangled over his eyes, breathing heavily through hissing teeth, saliva strands billowing in the hot breeze. His eyes were raw with the emotional load, the knowledge that Peter Parker - his best and most loyal friend - was Spiderman, that he murdered his Father, and the worst part was that it all made sense. Even through all the violent bile the Goblin lied and spewed, this was the only truth to ever leave his Father's charred and burned lips, a voice unlike his Father's exiting his chords.

Harry spun his phone like Russian roulette for the fifth time, before his flexing mind finally bowed too far and snapped, splintering inside the broken boy. He growled and picked up the phone. He entered the number that had been etched into the wood of the table with talon-like metal claws. Slowly the phone rang, as Harry choked back his sobs, trying to keep his strangled voice stern, but that was like trying to flatten the curls out of the coil of a spring.

"Yes?" the Goblin's poltergeist chilling voice hummed down the line, and Harry grit his teeth, since he was in all essence speaking to the charred ear of his Father's body, but with a darker sadistic mind within it.

"Where do we start?" Harry gulped, drumming his fingers on the desk, eyeing the snapped in half remnant of the bronze Goblin mask. "H-How'd we bring down Peter?"

The Goblin laughed. "First? First we raise an army...then...then we destroy his heart."

...

"I'm tired." Gwen moaned as she followed Peter through the brush, chewing her lip to stifle her laugh.

"Stop. It's not funny anymore!" Peter sing-songed, trying to keep his voice stern, impossible as a laugh left his throat. The pair paced through the Jungle undergrowth, stepping and vaulting over huge rolling trunks of bark and wood.

"M'hungry." Gwen moaned, biting her lip to stop from laughing as his shoulders sagged, a loud, exaggerated sigh echoing. He stopped in his tracks, head dropping heavily forwards in defeat, Gwen having to step back to stop from walking into his back. "Are we there yet?" she giggled as he spun round, lips firmly pressed into a tight smile, his eyes wide on her.

"Seriously?!" he scoffed as she shrugged, grinning at him.

"Okay, fine. Fun time over. We've gotta be reaching the edge of this - urgh - jungle soon, right?" She asked, slapping mosquitoes and flies as they buzzed around her face. Peter flapped his mask around in his hand, like a towel to bat away the swarm of nuzzling flies.

"Yeah, gotta be." He mumbled, stepping up a bent tree carcass, tight rope walking along it till he reached a higher spot, pealing some branches out of the way to peer out into the wide open wilderness. "Gotta be."

Gwen clambered up beside him, crouching. "Argh, what?" she asked, slapping her arm, squashing a mosquito. She flicked it off her skin and flicked her sweaty blonde hair out of her eyes. Peter nodded in the direction he was looking, Gwen shuffling to peek through the brush. Gwen's lips firmed into a frown as she eyed the huge swamp before them, deep stagnant mud and rivers of clogged brown water, all coiling around the ankles of still trees. She sighed and looked at Peter, as if it was his fault. He grinned weakly, ear to ear in an attempt to make her smile...not working, apparently.

"Well, at least we're out of the jungle...right?" he nervously laughed, Gwen shoving his shoulder.

"Easy for you, you have boots! I got...socks." Gwen mumbled. "Can't believe I lost those boots."

"They're just boots." Peter mumbled, shrugging. Gwen scoffed.

"Err, no, no they are not. They were Gucci boots, I will have you know." Gwen mumbled, rolling her stiff shoulders, looking back through the hedgerows.

"Huh. Always thought it was pronounce _Guckie_." Peter mumbled to himself, Gwen snorting quietly, hiding her grin. He sniffed and pressed his thumb against the base of his lips in thought. "Okay...I've got enough Biocable fluid left to get me around those trees, straight over that swamp." He said in a whisper, peering over at Gwen. She licked her dry lips, pursing them around the word she was trying to formulate.

"Oh...wha...how am I getting across then?" she asked with a raised eyebrow, chewing her bottom lip. He shrugged and groaned in a shock of pain as he lifted his right hand, the spandex gloved fingers opening like dainty petals, revealing one of his web-shooters, scratched and scuffed. He gave a lop sided smile and gestured for her to take it. "Wha...Peter-"

"I'm not strong enough yet to carry you and swing across, and the branches probably couldn't hold both our weights at once." Peter said softly. "Gotta go separately, or risk sinking in that mud." He grumbled, lifting his chin to peer at the soppy wet river of stagnant mud. Gwen looked at his eyes and then flit down to the web shooter, gulping heavily.

"Peter, I-I've never swung before, not without you."

"Well, first time for everything, right?" he smiled weakly. She gulped hard again. "Gwen, it's me, you know I'm gonna be helping you every step of the way, I'm overprotective like that, right?" He grinned as she rolled her eyes. "You are not gonna be alone, okay? Not for a second."

Suddenly a loud clapping of heaving metal sounded, and they both peered up at the overgrowth, a kaleidoscope of color falling through the millions of tiny gaps between bustling leaves. The rays of light vanished and reappeared in an ascending row over them, the rattling rotors growing louder and louder. Gwen looked up through her blonde bangs as a large metal bird roared above the trees, downdraft from the Chinook ruffling the trees.

"Helicopters!" she called, pointing up, guiding Peter's eyes. "See! We're saved!"

"No...we're not." Peter mumbled, narrowing his eyes as the Chinooks carried on overhead, far over the distant lush green hills, huge crates swinging on cables beneath them. "Oscorp?" he raised an eyebrow.

"Huh?" Gwen asked, leaning forward to look at what he was fixating on. She looked at him and back at the now distant helicopters.

"That helicopter said Oscorp on the side, why, why are Oscorp all the way out here?" Peter asked with a growl. "Come on, we gotta go."

"Peter."

"Take the Web-shooter, attach it to your wrist and do exactly as I do, okay?" he asked, Gwen huffing as he clipped it onto her pale wrist.

"Peter-"

"Exactly as I do, got it?" He said, sighing as he looked over at trees. "No matter how much I hate you being involved in this...you are now, I gotta deal with that." he huffed. "So...do as I do."

"Exactly as you do, got it." she nodded once, enthusiastically. He lifted his wrist, gritting his teeth as the back of his shoulder throbbed. He outstretched his palm, two middle fingers pulling back to press on the paddle. He licked his dry lips and squeezed, firing a cable from his wrist, sending it extending out in a silvery windswept arch. One of the distant trees across the swollen and muddy lake shook, leaves falling like flakes as the web latched to the branches. Peter gave a few good tugs, seeing the cable tense and the opposite tree sway with each pull.

"Okay...argh, feels good-hss." he rubbed his sore arm, hissing in pain. Gwen saw him, but he shrugged it off. She blew out a breath and gingerly raised her wrist, other hand propping her outstretched hand up.

"Good form. Now, just squeeze the trigger on your palm, okay?" he asked softly. Gwen gulped and nodded. She couldn't get her two middle fingers back all the way like he could.

"urgh, my fingers can't bend that well." she stropped, getting frustrated quickly.

"It's okay - it's okay, just do what you're comfortable with." he soothed. "Give it a go."

"Okay...here goes." She closed her hand into a fist and squeezed the trigger, feeling a slight thump of recoil and a strand of silvery webbing launched from the shooter on her wrist. She gasped in awe as the strand flew across the lake and into the distant brush, near to Peter's. But, alas, it never reached a branch, dropping to the sandy floor and sinking into the stagnant expanse of mud. Gwen huffed and dropped her shoulders, Peter smiling thoughtfully.

"It's okay, try again."

"Yep...gonna." She nodded, clicking the dial on the device, making it whir and hum. "Whew...try again."

A shot sounded and a thin cable of silver blasted from the device in a puff of CO2. The strand sailed across the muddy abyss in a perfect arch, before landing in the distant trees. Gwen saw the tree sag from the slap of Biocable, green leaves rustling. She took a gentle breath and gave a tug on her wrist, feeling tension in the wire. She'd done it.

"Yes! Ah, yes, second try!" she cheered, beaming widely. Peter grinned and chuckled, happy seeing her so pleased and proud with herself.

"Well done. Well...done." Peter nodded at her, proud in his voice. Gwen blushed and smiled back.

"Thanks." she chuckled.

"Now...the fun bit. Swinging." Peter grinned as she froze. "I'll go first, then help you across, 'kay?" he smiled softly. Gwen gulped and nodded. With that, he leaped off the trunk and through the brush, swooping across the muddy river, bringing his feet up away from the stagnant pool and thrusting them up into the air, releasing the web to swirl gorgeously and flawlessly through the air, landing on his tip toes on the opposite tree.

"Argh! See. Like that!" he called on his landing, groaning slightly. Gwen gulped and nodded, gripping the cable tight in both her clammy hands. "Okay, I want you to press off with your feet and as you begin to drop, bring your knees up to your chest, okay?"

"Okay!" she called back, her neck straining over a fearful gulp. "Whew...okay." she looked down at the drop from the trunk to the stagnant pool.

"Jump, Gwen." Peter chuckled as he watched her fidget along the log, bobbing nervously on her toes, hesitating. "Come on, you can do it!" He grinned as she pouted and grumbled to herself. "Gwen, I know you can do..." he froze and his jaw hung loosely, watched the bushes behind Gwen rustle. Something was coming up behind her. "Gwen, I need you to jump...now, okay?"

"I'm trying, stop rushing me!" she grumbled, looking down at the dank muddy plateau.

"Gwen, jump!" Peter shouted, startling her at his sudden aggression and fear. Her big innocent eyes widened at him in shock and she saw his gulping fear, his outstretched hand beckoning her all the way across the swamp. Gwen's spine shivered and her hairs stood on end, hearing - no, feeling the bushes rustle behind her. Against her better judgement she turned her head, looking at the moving bushes. "Gwen, jump now!" Peter shrieked. "Gwen!"

She narrowed her eyes through the rustling bushes. She saw him. Her blood ran cold as she saw him, crouched and camouflaged in the green nettles, one eye closed tight, the other piercing and angry, aiming down the length of an Archer's bow. She saw his gritted teeth against the foliage, the tension torqued cable of the bow, forged from wood and vines. The chiseled stone tipped arrow shook with anticipation as Kraven aimed it at her. Her eyes widened to near perfect circles and all her fear of swinging was replaced with fear of being skewered by an arrow. They were being hunted again.

"Jump!"

And she did, leaping off the log, regretting it as soon as she was airborne. Kraven's tensed fingers released the arrow and it shot through the brush towards her. She gasped and clung to the cable as tight as she could, looking at her feet diving down towards the thick mud, gravity dragging her down. Gwen grit her teeth tight and did as Peter said, bringing her knees up to her chest, more a fetal position on a wire. She closed her eyes tight as the cable swung low across the muddy abyss, hearing the silent arrow whistle past her ear, even feeling the bristles of the tail feathers brush across her cheek. Gwen gasped at how close it was, but wish she hadn't as she flew through the line of trees, thumping her side against a tree trunk, grinding her to a halt.

THUMP!

It echoed loudly as her lungs slammed shut, Gwen gasping loudly and in agony, desperately trying to open her tightly shut lungs. She let go of the cable and dropped all the way to the leaf covered soil, bouncing off the muddy ground. Gwen cried out again, painfully as she writhed, filling her hot lungs with revitalizing air. Peter leaped out the tree, landing with a thump beside her, cupping the base of her neck, cradling her.

"Gwen! God, please, are you okay?"

She choked and spluttered, nodding, eyes slammed tight. "Argh...N-No, god no, I'm not." she coughed. He pressed his lips to her temple, looking up with furious eyes through the bushes, eyes locking with Kraven's, as the Russian murdering Hunter stepped onto the warped tree trunk, Longbow in one hand, a handful of arrows in the other. He grinned, his lip torn and cut, covered in bruises, red soaked skin glistening with sea water.

"You took my legacy! I'm going to take your life!" Kraven roared like an animal, neck tensed and thick with muscles. Peter scoffed.

"Just try and get me!" Peter hollered back, gritting his teeth, Gwen sitting up and spluttering against his spandex chest. Kraven scoffed.

"Not you." he lifted his arrows to point at Gwen. "Her!"

Peter snarled and got Gwen on her feet, helping her limp away through the bushes, turning their back to the monster. "Keep walking Gwen, d-don't look back." Peter whispered in her ear.

"That's right, run Gwendolyne, run. You have only prolonged the inevitable." Kraven scoffed, swiping the blood that had gathered in the reopened cut at the corner of his lips. He stepped down from the log to navigate around the perilous mud lake.

...

All the way across the distant seas, back in New York, Harry stuffed his hands in his coat pockets as he stood on the overgrown lawn outside of Osborn Manor, the limo still abandoned on the grass, in the wake of ripped strafes of muddied turf. He heard a thump - no, felt it - as the sound barrier cracked, looking up at the night sky, seeing a green twinkle among the trillions of sparkling diamond stars that dusted the blackened abyss above.

The green glow grew closer and louder, the whine of a Gothic turbine crackling. Harry stood tall and rigid as the Goblin lowered on his Glider before him, eyes filled with a sadistic grin, to match the carved bronze one that covered the scarred side of his face. He lifted his head from beneath his frayed black hood, grin widening.

"Well, seen the method in the madness, have we?" The Goblin chortled. Harry licked his dry lips and nodded, sniffing. "I've been to Oscorp Tower, it's still locked down and a hazard, you know, thanks to _mwah_." he gestured to himself. "We need what your Father made, the true monster here."

"You may wear his face, but you are nothing like my Father, so don't you dare compare him to you!" Harry roared. The Goblin stepped off his Glider and landed feet first on the grassy hill with a thump, pacing around Harry. The boy shrunk down, gulping as the Goblin sneered and snarled at him.

"Let me be perfectly clear. Your Father and I? We were the same! but I outlived him, and here I am! Free from his useless thoughts of right and wrong. Peter Parker made sure that your Father died that night, and here you are getting pissy at me? The person who's giving you the chance to enact the revenge you want so badly!" The Goblin grit his shattered dentures. "We get into Oscorp Tower, and you'll be given all you need to get the boy who ended your Father's life!"

Harry licked his dry lips and grit his teeth, nodding to himself, giving in to the Goblin's madness. The Goblin leaped up onto the Glider, cackling as he pointed at the distant New York city.

"It's ours for the taking! Now let's bring Parker to his knees!"

...

Peter and Gwen staggered through the bushes and brush, sharp needle-like branches latching to their clothing, plucking at the fabric over their skin. Their breathing was ragged, terrified, injured, as they both limped over uneven ground, constantly looking over their shoulder for any glimpse of Kraven.

"Hey, you okay?" Peter asked Gwen as she winced loudly, her leg throbbing. She nodded and bit her bottom lip to stifle her cries. Peter groaned and began to walk faster through the brush, lifting his free wrist to slash at the wound tight wall of brambles and thorns. He could hear the needles tearing at his Spiderman suit, as he slashed violently at the branches.

As they pushed through, suddenly the ground vanished beneath them, just a sheer cliff face of stone and mud. Their stomach's flipped and their hearts pulsated with a sharpened quickening, tingling blood fizzing in their toes. Peter fell through the tree's spiky fingers, trying to wrap his arms around Gwen's waist, trying to protect her, as she too tumbled off the muddy embankment. Peter lifted his wrist and shot a web upwards, only just latching to a branch. The dry wood snapped from the sudden weight and Peter continued his fall.

They fell through the air, until the hill began to slope and widen, rocks and patches of long wispy grass clumped along the hillside. Peter grit his teeth and held his eyes shut tightly, just as he felt the impact against the earth. All the weightless serenity of free fall vanished in the blink of an eye, as his spine contorted and slumped, hitting his side hard against the dirt slope. He bounced back up with a dull thud, reverberating through his calcium bones.

Gwen landed too, tucking and slamming down hard on the side of the rocky hill, a loud crack echoing as she thumped down heavy on the ground. Their impacts were so harsh, they bounced back up, tumbling and rolling down the rest of the hill, limbs held tight to their bodies to protect against any kind of breakage.

Peter's tumble came to a stop as his gut smashed into a rock, winding him and almost cracking his rib cage. He spluttered and wheezed as his body molded around the rock, the sudden stop closing his lungs.

He finally reopened the aching muscles and gasped loudly, spluttering and coughing, wheezing through bruised lungs. Gwen tumbled by him, shouting out as she did so, her fingers trying to claw at the mud. Peter aimed his wrist over the rock and fired a Biocable, catching her wrist and making her slow to a halt.

He sighed relief and gulped, groaning and hissing as he managed to press his palm to the rock and push himself up to his wobbly feet. He reeled the cable up the hill and Gwen with it.

"I-I'm fine, I'm fine." she stammered, slowly getting onto split and bloodied knees, her lip split again and a deep purple bruise along her collarbone, just a hint showing through her ripped muddy blouse. Peter grumbled and winced as he tried to stand up straight, his hand immediately falling to cup his abdomen. His body was burning, eaten away by fiery lactic acid, pumping bile around his aching muscles.

"You alright?" Gwen asked, gently placing her hands on his shoulders, eyes darting across the suit's spandex for any injury. Peter grinned, his bottom lip deep red as it split further.

"Hss...gah, yeah...I'm good. You?"

"Oh, top of the world." she nodded sarcastically, both chuckling weakly, laughing off the adrenaline. Gwen sighed and nodded at the muddy slant beneath them, looking down at the thick brush and trees, blocking all form of view. She pat his shoulder and tilted her head to the bottom of the hill. "Come on, quicker we - hss argh, crap - get through there, the better."

"Argh...yeah...hss, right behind you." Peter winced, limping behind her. With her own body throbbing in agony, they were both easy targets now. "You know, I - argh - never got a vote in being a superhero." Peter whined. "Never - ah - got to choose my powers, just woke up with em!"

"What are you whining about now, cos it sounds like you're blaming the powers that just saved you from a falling death." Gwen chuckled to herself, limping over to the bushes.

"I'm just saying...Wish I got something a little more helpful right about now, you know - given the circumstances." Peter knelt beside her as they reached the wall of brambles and bushes. "My powers only really work in New York, not a frickin Jungle."

"Yeah, and I'm traipsing around a Jungle in literally just a miniskirt and a ripped blouse, come see me when you have to deal with that!" Gwen countered, pushing her hand through the brambles to move them aside, sunlight beginning to grin through the weaves of branches. Peter eyes her bare legs, wincing for her.

"You sure you're okay? Your legs look in a bad way. All bloody and bruised." he mumbled, looking at the red leaking slits and cuts, Gwen wincing and gasping every time she shuffled, twigs and dirt sticking to the gore tar.

"Mmm, yep, don't wanna look, rather just ignore it." Gwen winced with closed tight eyes.

"If it makes you feel better, you um, you seem to heal faster than me."

"It...kinda does. I'll take it, thanks." Gwen nodded to herself, pushing the branches aside, looking through at the view. "How you feeling?" she asked, tentatively letting her soft gaze soak into his split and bloodied skin. Peter shrugged, and Gwen could hear - no, feel - the grinding of his shoulder bone, calcium cracking and scraping. They were both physically and mentally exhausted, but had no time to heal, not with Kraven only minutes behind them.

"I'll live."

"You better." Gwen smirked, tilting her head to him, fluttering her eyelashes. He smiled and nodded.

"I will."

Gwen and Peter looked up sharply as a rattling sounded overhead, the roar of rotors, like from before. Both their eyes snapped up towards the sky, focusing through the kaleidoscope of leaves, blue sky vanishing behind the looming black Chinook as it roared overhead. The leaves bustled and wavered as heaving downdraft gales slapped the treetops, fresh from the low rotors.

Gwen and Peter both shuffled through the brush and finally to the edge, peeling the leaves and branches back, eyes tracking the Chinook as it flew to it's target, carrying a large pallet of black crates, all slung from swinging cables. Gwen and Peter both let their eyes expand in shock and awe, as they drank in the unexpected sight before them.

"Oscorp?" Peter breathed skeptically, Gwen gulping and nodding.

In the massive expanse of land before them, was a titanic facility, a huge flat plain of metal and titanium. Huge chimney stacks towered up into the air, unleashing thick cloudy trails of sooty smog, poison sinking into the silvery clouds above. Fences of barbed wire outline the perimeter and long winding roads lead out and from the facility, like veins to a pumping heart. The Helicopter hovered over the huge facility and began to lower itself from the sky to drop the boxes of cargo atop a designated landed zone, tarmac painted with a white 'H'

A Goliath structure stood the tallest, high into the sky, clouds forming around it's spire, like a winding scarf of mist and ice. Most of this cylindrical tower was glass, reflecting the green forests that conceal it. A titanic support frame of crosshatching metal girders winds around the glass spire, like a protective exo-skeleton, a huge rotating OSCORP logo printed in silvery steel.

"Whoa...B-B-But I thought Oscorp only had a facility this big in New York, right?" Gwen stammered, eyes flitting from Peter back to the huge base. "I mean, this is...what...I-I?"

"They're hiding something." Peter mumbled, eyes intently focused on the marching jet black soldiers, pacing the perimeter with long rifles and pistols. "Look at the guns, look at the firepower, Gwen." He looked at her and shrugged, licking his lips. "Doesn't look like the sort of security you get to guard science projects."

"Depends what sort of science we're talking about." Gwen sighed, looking back at the bustling facility. She perked her eyes up as she saw something, slapping Peter's shoulder, quickly pointing over the massive Oscorp facility, into the distant hills. He followed her finger. "Look. That's a Hydro Dam. They're generating their own power."

Peter studied the distant mist encircled Dam, a wall of dark grey sat between two large bulbous hills, rolling clouds of thick mist tumbling over the distant green valley. "So...they're turning green?" Peter scoffed. Gwen gave him a_ 'You're a dumbshit'_ look.

"God it's a good thing you're pretty." Gwen said, Peter grinning to himself, rubbing his thumb across his split lip. "No, they used to dump chemicals and god knows what else in the Hudson river. They don't care about the environment. One of the reasons I didn't like working for them."

"So..."

"Seems like they're making their own power so nobody knows they're here! No energy bills, no power lines to distant towns or cities!" Gwen scoffed, shaking her head. "Ingeniously deceptive, really. Kudos Oscorp." She rubbed her thumb over her chin, clicking her tongue. Peter nodded at how it made sense.

"Plus, we're way outside of the United States, right?"

"Well, I studied geography and got an A star, last year. From what I can remember, judging by the hills, the weather, the forests..." Gwen mumbled, running her fingers through her blood matted hair in thought, her lips muttering silently as she retraced her revision. "Looks just like New Guinea. Or Hawaii." Gwen pursed her lips, eyes wide on Peter. He took a sharp inhale of breath.

"Yeah. That's umm..that's way away from home." He nervously grinned. Gwen shrugged, regretting it when her sore shoulder throbbed.

"Well, I mean, I'm just guessing off what I can see and what I can relate it too, but yeah...looks like New Guinea." Peter rested his hand on her shoulder to steady himself as he moved into a crouch, resting his elbows across his blue spandex knees.

"So...big question is...what are Oscorp doing all the way out here?" Peter asked her. Gwen shrugged and licked her dry chapped lips.

"Well, I mean it's not all that weird. Oscorp have facilities for chemical and bio-genetic research all over the globe." She lifted her splintered and cut fingers, counting off the list. "Manhattan, Chicago, Tokyo, London, Johannesburg."

"Yeah, but Gwen..." he caught her fidgeting paws, her eyes following his. "Gwen, All those facilities, they're right in the public eye, right? I-In big cities, yeah?"

"Yeah...?" she raised an eyebrow.

"So why is this one out in the middle of frickin nowhere, with it's own private generator...and army?" he nodded to the patrolling forces. Gwen's eyes expanded on his.

"Wait, you don't think..."

"I think they're hiding something, like I said." He looked from her concerned face back through the bushes, to the distant, titanic, militarized facility. "They're outside the U.S's jurisdiction here, too." he winced at the thought. "Whatever...is going on in there?" he pointed to the base, Gwen's eyes latched to his eyes, licking her dry lips nervously. "Yeah, they don't want anyone finding out about it."

"Well, now _we_ know." Gwen mumbled, running her hands up through her blonde tresses, pulling back her makeshift ponytail. Peter rubbed at his chin, bristly hairs rasping. "Wish we didn't." Gwen sighed.

"Huh?" Peter looked at her, confused. Gwen smiled weakly and shrugged.

"Cos now we gotta find out what it is they're up too." Gwen chuckled, Peter scoffing and nodding. "We're too curious for our own good."

"Well, curiosity_ did_ kill the cat." Peter breathed, eyes flitting over the base.

"Yeah, but it never got the spiders." She smirked, bumping her hip against his. Peter chuckled at her and smiled to himself. "Come on, Bugboy, we better find a way off this hill. We both know our buddy Kraven's right behind us." Gwen clicked her tongue, rolling her eyes as she got up to her feet with a groan, fiddling with her one Web shooter. Peter took one last look at the massive Oscorp facility, before nodding too and getting up, releasing his grip on the branches, letting them spring back.

"Right behind you...Bug girl." he smiled, reactivating his Web shooter, the device thrumming up on his wrist.

Not even five minutes back up that same hill they fell down, stood atop the sunken roots of a titanic tree, Kraven eyed the massive glass spire of the Oscorp facility, disappearing into the clouds. He looked down the hill at the rustling leaves and the red and blue clad boy. A grin spread across his face. The hunt was on.

...

Harry and the Goblin lowered down the devoid Elevator shaft of Oscorp Tower, only the green glow of the Glider beneath them lighting the way. Shattered pools of crushed glass lay at the base of the elevator shaft, snapped metal cables swinging and brushing by the Glider's hulking hull. Oscorp Tower was now an abandoned, burned husk, a sheer reminder of what happens when science meddles with the unknown.

Harry stepped off the board and paced around the dank and dark Special Projects wing, still charred and destroyed from the Goblin's revival. That same monster stepped past Harry, padding down the hallway and into one of the many glass walls, each holding some kind of suit or Mech. Dry dark red patches of blood stain the walls in gory smears, dead bodies laying not far from the dusty splashes. Flies buzz and hiss as they encircle the corpses of many soldiers, all dead at the hands of the Goblin himself. Harry managed to hold his breath to stem the fowl stench of decomposing flesh and rotting skin, feeling his gag reflect pulsate and throb a few times.

"Why're we here?" Harry snapped, looking up at the back of the Goblin's hooded head.

"To build an army. We need to destroy his heart, take away everything he holds dear! And when we bring New York to it's knees..." The Goblin sneered.

"We bring Peter to his." Harry nodded, gritting his teeth. The Goblin slowly and sarcastically applauded Harry.

"Very good, yes, now you're thinking like your Father." He chuckled. Harry grumbled and walked behind him, stepping over a darkened corpse with a grimace, hands stuffed in his coat pockets. He peered up at the stomping mechanical monster before him, huge charred shoulders rolling.

"You know, you never told me...How Peter - if he did - how he killed my Father." Harry tilted his head. The Goblin's hooded head turned, looking over his shoulder with the bronze plating covered half of his ruined face.

"Didn't think you'd wanna know. But, if you're sure your little boy ego can handle it, then I'll share." The Goblin grinned widely as Harry grit his teeth, eyes dropping to the metal plated flooring, specks of dry blood splattered across the ground, along with charred scorch marks. "I - your Father and me - we offered Parker a choice. Give up Spiderman, stay out of our way, or we kill the girl."

"Gwen?" Harry asked, incredulous eyebrow raised. "But, she's innocent, she's kind, wh-why'd you hurt her?" Harry snapped.

"Cos it'd hurt him." The Goblin grinned. "You wanna enact revenge on Parker, you gotta be willing to take it all from him!" The Goblin cackled, pacing through the darkened Special Projects wing, looking left and right at the Mechanical suits all stood in glass enclosures, all stood still on different varieties of Glider. Harry's eyes trailed the Green Goblin's stomping boots.

"Okay...so, why'd you offer him a way out...O-Of Spiderman?"

"That was your Father's stupid good heart shining through. I wanted to tear him apart, but your good old man wanted a peaceful end. In the end, Parker ignored our offer and attacked. We held our end of the bargain though, and went to kill the girl." The Goblin paced over to a conduit on the wall, the metal door swinging on whining hinges, sparking wires spluttering.

He grabbed the cables and tugged them back into the sockets, a loud pop echoing and the generators whirring. The lights blinked loudly and slowly a greenish hue lit up the Project's wing, all of the Mechanical machines and suits standing tall, headless without a wearer inside. The Goblin dusted off his huge hands and turned to Harry, studying the torn look in his hurt and world weary eyes.

"Something snapped in your Father at that moment, I felt it within us. He just...became me, unleashed all of me!" The Goblin clenched his metal and flesh welded fists. "All his desperation to find a cure, to end his suffering, to be alive long enough to watch you grow..." The Goblin looked at Harry as the young boy's eyes lifted, glassy. "All of that bubbling want to live snapped and warped when Peter said no, when he refused to help, when he sentenced Norman to death! He stopped us from getting the Benefactors early, Parker stopped us from getting that project. He single handed denied your Father a chance at life, and so, he snapped completely, devoured by...well, me." The Goblin smirked. "We became one: The Green Goblin he called us. Catchy, no?"

Harry sniffed and wiped his eyes, shaking his head. "B-But why would m-my best friend do that to me?" Harry sniffled, heels of his palms pressed to his eye sockets. The Goblin shrugged and padded over, pulling his hood down off his head and removing the bronze mask from the left side of his face, revealing the destroyed and scarred side of Norman's dead face, reanimated with Goblin intent.

"He did this to your Father. Look at the how your best friend killed your Father!" The Goblin pointed to his face, Harry crying as he looked at his Father's grotesque face, a voice unlike his own leaving his dead lips, an evil inside him that was never there. "Is that what a Best friend does?"

"No..." Harry sniffed. The Goblin tutted and put the mask back on his left cheek with a click, pulling the hood back up over his scalp, long pointed ear tucked away.

"But, there is a way, a way to avenge the fallen. You want blood for your Father, I get it." The Goblin grinned, looking over Harry's shoulder at the stood mechanical Glider suits. "I know it's hard, it's weird beyond all recognition!" The Goblin scoffed. "Your Father is dead, yet his corpse is walking around with a lunatic's mind in control, crazy right? Comic book stuff, right?"

"Right." Harry snarled, swiping his wrist under his sniffling nose.

"Not only did your_ "Best buddy"_ keep his biggest secret from you, he took it upon himself to launch a grenade into your Dad's face! He killed Norman Osborn!" The Goblin roared, saliva dripping down his charred lips. Harry grit his teeth harder, dentures grating and grinding. "We're gonna work together to avenge your old man, how's that sound? Work as a team, to take down Spiderman for good!" The Goblin manipulated Harry. "Behold our chariots of fire!" He put his arm round Harry's shoulders, turning him to face the array of Glider suits.

"Deigned by Oscorp for crowd control, for war, these are our future, Harry! We hand them out to the city, let the balance go off the charts unstable! Then, then he'll rear his head, and we take it clean off!" The Goblin ran his finger across his throat, grinning.

"Give them to the people?" Harry raised an eyebrow. "Wh-What?"

"You and I are going to open the gates of Ravencroft, we're gonna give those lunatics the spring break they've been hoping for! And...we're gonna give em the big toys!" He cackled. "Oh, Oscorp's great, huh?"

"I've already committed so many atrocities.." Harry breathed.

"So, one more big one couldn't hurt, huh?" The Goblin waggled his charred eyebrow. Harry bit his lip to stop the slight uneasy grin he felt building in his muscles.

"Nah, one more couldn't hurt. One thing." Harry raised his finger. "When Peter shows up. I get to talk to him, I get to...k-kill him." Harry snapped, eyes flaring. The Goblin laughed outright.

"Yes! Yes, you get to gut him like the pig he is! Avenge your Father!" He pointed to the suits, all different. One was streamline, smooth flat plating and in gloss black, the Glider the same aesthetically. Another was big and bulky, grenade belts across the shoulders and waist. The Glider was big and blocky too.

"This one's designed for stealth, called "The Silence". The big one here is the Grenadier Goblin. So many classes to choose from!" The Goblin laughed. Harry stepped up the ramp and stood before the streamline black suit atop the thin and curvy Glider. A Katana was also folded up on the mechanical spine of the Suit. Harry looked up at the Glider, Thinking of how his Best Friend had betrayed him, had killed his Father.

"This'll do."

"It will indeed. But, you need this, to wear the armor." The Goblin outstretched his palm, holding the green glowing vial of liquid. _Gathoric Grenolium_. "The only way to have the strength to kill Parker."

"B-But, what is it?" Harry reeled.

"A way to vengeance. Now, take it and take his head from his shoulders!" The Goblin dropped the vial in Harry's hands. The boy gulped and nodded, shucking off his coat, rolling up his sleeve. The Goblin watched as Harry pressed the tip of the Syringe against his skin, right above a pumping vein. "Go ahead Harry, become stronger than Peter, become his Grim Reaper." He manipulated.

"I...I...I can't." Harry sighed, lowering his wrist. The Goblin flared his eyes.

"You gonna give up now? Roll over and let Parker win?" He snapped.

"N-No, but-"

"Cos If you don't take up the suit now, he'll win. He got away with your Father's murder! Bring him justice!" The Goblin roared. Harry panted angrily, listening to the Goblin's words.

Harry grit his teeth at the thought and sunk the syringe into his skin, feeling all his veins light up with green fire, pain coursing through him as he underwent a terrifying metamorphosis. His body pulsated and throbbed as pain ran through his veins, coursing like a flood. His skin split and healed in rough rigid bumps,his eyes brimming bright lucid green, his teeth flaring and elongating to fangs, ears growing, pain erupting across all his nerves, like they were dipped in molten metal.

"What have you..._.argh_!" Harry screamed, hands pressing to his warping temples, feeling his nails stretch into long talons. His hair frayed and swept backwards into a slick back crest. "Peter...Betrayed...me!" The anger ran course, the voices pumping through his head. "Peter Parker? Friend? Never! Foe? FOREVER!" Harry screamed in a demonic tone. His muscles bulged and split his skin, bones cracking and shifting beneath his skin.

The Goblin grinned as he watched Harry transform, the sum total of a boy betrayed and Fatherless. Harry pulled his decaying, powerful body up the steps of the Glider, the mechanical suit whirring open as he just managed to fall into the slots, the wires and clamps of cold metal pressing against his bulging pale green skin. The black smooth paneled armor whirred to life, closing around him, locking tight , screws drilling into his flesh and sinking deep into his bones, welding the suit to him.

The Glider hummed to life as the single thruster beneath the board popped and crackled, green fire illuminating from the oval nozzle. Harry grit his yellow and black teeth, before lifting his pointed chin and nose to roar all his agony to the ceiling, mechanized gloves clenching to fists as his cries echoed. The Goblin cackled to himself as the black metal suit hummed, green lighting pipes blinking to life. The folded up sword on Harry's back crackled with green energy and elongated with a loud hum.

"_Peter_!" Harry cried out in a broken Goblinesque sob. Green tinted tears ran down his scarred skin. "Revenge...is..._mine_!" He roared, grabbing the sword from his back, swishing it forward, head lowering to stare onwards, a huge Goblin grin on his grotesque face, eyes piercing with green light. Harry was no more...

* * *

**Author's Notes: So, it finally happened. Chapter Twenty nine...Harry became a Goblin. Now there are two Goblins, and they intend to destroy New York, and Peter! Oh, this is getting good, man I love writing this! Hope you are all enjoying it too! Peter is definitely gonna need Gwen's help now! Hope you all enjoy and I love you all! - Dave**


	30. Into the Fray

**Author's Notes: hey guys, long time away, but I'm back after a long writers block! here it is, the chilling (Mid season finale if you will) To We're Best Friends before Christmas. A lot happens in this one. You all voted for Kraven's future, but between the PM's and reviews, it was tie. So, now nobody knows whats gonna go down. Hope you're all ready! Enjoy! - Dave **

* * *

**Chapter Thirty: Into the Fray**

**...**

New York was bathed in dull evening light, stars freckling the blackening abyss high overhead. Tranquility came to rest it's tired head on New York's never sleeping shoulder, the cold spring breeze wracking around Manhattan's skyscraper ankles. Horns and sirens sung their squawking lullaby atop the Big Apple's frosted atmosphere, thick with fallen fog.

But the peace was of sentimental feel, as deep in everyone's hearts and minds, fear was loosely clambering up Manhattan's spinal column. Oscorp Tower was in ruins, a smoldering pitch black epitaph to science, taped and cordoned off from the public, in the hands of forensics and police investigation after the terrifying rebirth of the dreaded Goblin. And with another Green glowing menace taking to the sky, fear was growing and growing, beginning to unravel like a warped coil.

Deep within Oscorp Tower, beneath a football field thick slab of concrete and marble, The Special Projects wing was alive and brewing with evil intent.

"Rise up Harry. Rise, and stand beside your Goblin Father." The Green Goblin persistently cackled a sinister grin as the recently turned and grotesquely disfigured Harry Osborn stepped down from his smooth and curvaceous black Glider - forged entirely around the objective of stealth and infiltration.

Around them, were thirty to forty other mechanical Glider suits, all made to match different specifications. Some were designed for high atmospheric combat, Glider to match, while other bulkier armors were crafted to simply wreak havoc and destruction on the battlefield, like the thick and stocky mechanized Grenadier suit, stood atop a four wing pronged Glider, riddled with under-slung grenade launchers and missiles. Each prototype was a monument to a warfare sin, and each was designed specifically to enact that sin against any opposition.

Harry wiped his mechanized sleeve across his green rash and sores brow, hissing at the smooth carbon fiber coated metal rubbing at his sensitive Goblinesque skin. His hot and steaming tears hissed against the metal as he blinked his glowering green eyes. He sniffed and nodded, feeling the spread of a jaw curling grin, the tight skin of his leathery face splitting along with his chapped lips. His blackened gums and yellowing teeth flared at the Green Goblin. The frayed and swept back tufts of his silvery hair sizzled from his burning and sore scalp, feeling the transformation come to an end, now permanently grotesque and insanely powerful. He tensed and rolled his mechanically coated shoulders, feeling his bulging and serum pumped biceps grow.

Harry looked at his sharp talon coated gloves, tightening around the handle of his Katana sword. The blade of Matt black fibers opened it's prongs slightly to unsheathe a luminous green glow, heating the blade prong. Harry chuckled and grinned at it.

"Use it to tear Peter apart." The Green Goblin patted Harry's rounded shoulder plate. "But first, we need to send Peter Parker a message! That we are not to be trifled with." The Goblin stomped around the dankly lit Projects department, the stench of burned flesh and rotting skin rifling through the air, thick and heavy thanks to the lack of cycling air conditioning.

"How so?" Harry licked his pointed tongue over his lips.

"Ravencroft." The Goblin smirked at him. "Give New York back to the people who made it what it is, who crafted it, who gave Spiderman a reason to exist!" The Goblin exclaimed loudly, arms outstretched. "But we're going to gift them the power to tilt the balance off the scales! Where Spiderman, won't stand a chance alone!" He laughed uproariously to the red illuminated ceiling. Harry cackled and nodded too.

"Yeah, I like the sound of that." Harry grinned evilly to the Goblin.

"Look at us! Two peas in a Goblin pod!" The Goblin laughed, slapping Harry's shoulder plating. "See all these? All these Suits, these...Goblins in waiting? Well, they are our gifts to the insane, the monstrous!" He wrapped an arm around Harry's neck, grinning to him. "Let's give New York back to the people, shall we?"

Harry stood still as he eyed the array of other similar Gliders and mechanical suits, all stood tall like skeletal epitaphs, locked behind sheets of glass. He panted and nodded, licking his dry and split lips. "What'd you have me do?"

"That's my boy! You go to Ravencroft, tear their gates down, and free the oppressed!" The Goblin exclaimed, pacing around Harry, his charred left side bumped against Harry's shoulder. "I have an errand to run, one that will no doubt cripple Peter beyond repair. Once I've completed it, our shopping list of revenge will be all but complete." He clenched his whirring firsts, grinning. "New York will be ours, and Peter will have no hope of stopping us, no hope at all!"

Harry nodded and lifted the sword up over his shoulder, slotting into the scabbard. He turned to his Glider and stomped his blackened boots up to the small and lithe Glider, stepping onto the board as it crackled to life atop a foaming sea of green fog.

"Go Harry, bring down the establishment, tear out the foundations, free those branded insane and criminal...and give them back to New York. Spiderman wants to sway the balance in his favor? Well...he'd be out of a job if all the baddies were off the streets, right? He cleans em up? We get em dirty..." The Goblin smirked, cackling as he watched Harry fly his Glider out into the center of the room. Harry laughed demonically as he threw a Orange plated grenade up to stick to the ceiling, beeping a green beacon countdown. The ceiling rippled and creased as the explosion flexed and tore the concrete apart. Smoke plumed and frothed, lapping like smoggy waves at the falling and crumbling concrete. Shards and chunks of cement crashed against Harry's Glider and his shoulders, simply scoffing as he wiped the soot from his smooth gloss black plating.

Harry rolled his metallic shoulders and lifted his pointy nose and chin, as several metal plates slid up out of the collar to cover his pulsing green neck. More and more of these plates folded up and over Harry's mouth and eyes, forming adamantium pointed ears over his already elongated tips. By the time the glossy black helmet had formed around his head, covering his grotesque face, only his hair slicking up over the top of it, the ceiling had all but crumbled, a clear route up to the lobby of the abandoned tower. Two circular goggles slid over his irises, blinking bright green, as he took a deep raspy breath through the ventilator.

"Bring down Ravencroft, Harry." The Goblin laughed as he watched his manipulated prodigy fly upwards with a green crackle, out through the lobby. "Give Peter something to fear." The Goblin looked at his own awaiting Glider, smirking. "While I take something from him."

...

Peter and Gwen carefully traipsed down the side of the slippery mud hill. Leaves and wet branches slapped and grasped at their clothes as they maneuvered through the thick brush. Gwen hissed as she tugged her grit stained hair out of a fist of brambles. She plucked her blonde tresses out of the thorny grip, leaving thin strands of ivory hair waving in the wind. She grumbled and kicked the stump of the tree, mumbling under a pouting lip.

"Uh oh..." Peter chuckled, grinning at her. "Not the pouting lip! Careful, any lower and you'll trip over it." His grin spread wider, Gwen trying to hide her smile. If he could make her smile and laugh, half the battle was won.

"Shut up." she chuckled, shaking her head. "So...When we get to this Oscorp facility..." she breathed out. Peter shrugged. "You just gonna...walk in? Like that?" she gestured to his attire of tight red and blue Spandex with a Spider theme. "Oh, yeah, no that'll go down well. Like a lead balloon!" she scoffed.

Peter sighed and slapped his hands to his thighs, shrugging. "So...what? I-I don't have a change of clothes in my pocket, Gwen." He snarked. Gwen bobbed her shoulders and gave a tilt of her head at him. "I know, I know I can't just walk in there as Spiderman, but what else do I do?" his voice squeaked.

Gwen huffed and widened her eyes, tilting her head again, trying to get him to clock on to her point. She bobbed her chin and pointed to her own attire. A ripped blouse, and torn skirt, pale skinned legs trickling like cream down to her muddied socks. Peter mouthed different vowels against pursed lips, unsure at her point.

"Oh for goodness sake!" She huffed at him, raspy voice cracking at the rise in volume. "_I_ go in, cos I'n not dressed up in a red and blue morph suit! You..." she walked her fingers up her other palm. "Go round the back, be all sneaky and spidery, huh?"

Peter nodded and licked his lips, rubbing his chin, thumbing across his lip in thought. "Not a bad idea there, Gwen." he peered up at her smug face, chin jutted out and a devilishly proud smirk crinkling the soft skin around her button nose. "Okay, okay, a_ genius_ plan, _absolutely_ genius!" He exclaimed in a sarcastic and uproarious tempo. Gwen shrugged and swatted her hand at the air.

"Ah, twas nothing." she chuckled. Peter walked onwards slightly to the next wall of brambles and thorns, peeling the branches back, but finding no give, wincing at the harsh and sharp barbs sinking into his gloved palms, pricking his skin. He let go and stepped back, hissing at his sore palm. He firmed his lips and tapped his chin, staring at the thick impassable wall of brush and branches, thick with harsh nettles and thorns.

"Mmm...maybe we should find another way round, huh, Gwen?" he called over his shoulder. "Gwen?"

Suddenly a loud pop sounded and a vine of silvery cable latched to the thickest branch. His eyes followed the silver strand all the way to the device wrapped around Gwen's pale yet bruised wrist. She dug her socked heels into the mud and pulled a game of 'tug of war' against the tree, hearing it groan and creak. She grit her teeth and pulled back as hard as she could, slowly walking backwards up the slight incline, feeling the muddied earth sink and slip beneath her fabric heels.

She pulled taut on the cable as she reached the tree she was trying to backtrack to. The branch the cable was tugging was bending and warping, pulling the bramble hedges aside to form a tight valley of green grass and thick sloppy mud. She growled and slapped the webbing to the tree, the gluey substance sticking to the tree, sinking into the crevices and grooves of the rough bark. She huffed and panted, flipping her dirtied hair out of her eyes, peering at Peter, awe struck on his features.

"Don't stare, and close your mouth, fly catcher." she smirked, swaying her hips as she padded by him, lifting her hand to cup his jaw and close his agape mouth.

"That was...okay, ingenious. Kinda feel stupid for not thinking of it myself." Peter mumbled, following her through the tunnel of brambles and hedges, sunlight lost in the thick branches and cables of wood. Gwen smiled and walked in front of Peter.

"Well, I learned to think on my feet." She beamed over her shoulder, ducking under the low skeletal elbow of a tree's branch.

"Your Dad?" Peter chuckled, smiling with her. Gwen shook her head.

"Nope." She turned with a content sigh, looking deep into his eyes. "You."

Peter smiled at her softly, brushing the dirtied locks of gold out of her eyes. His thumb traced the sticky and dried blood of her forehead. Gwen's bright eyes sunk deep into his, emerald green irises tangling in the thick vines of his brown doe's. Gently he took a tender moment they both needed, cupping her shoulders, rubbing his thumbs over her silky smooth skin and crinkled blouse. They both let all the held in breath they'd been storing all through this traumatic experience exile their lungs in a deep sigh.

He leaned forward and closed his eyes, bumping his forehead to hers lightly, careful not to aggravate the sore and sticky cuts atop their brows. "We're gonna get outta this, I promise. I promise." He mumbled softly.

"I know we will. I know." She breathed, pulling out of the embrace quickly, peering up over Peter's shoulder with a start. "Peter, run!" she yelped, as both their Spidey senses set off like engulfing flames, ripping hotly across their cerebrums. An arrow whispered through the air, the swirling arrowhead of sharpened flint slicing Peter's shoulder, slitting his skin and seeping thick bulbous dollops of gore. He groaned and cupped his wound, fingers brushing over the split and frayed Spandex.

Kraven. He paced ominously and monstrously through the brush from which they'd came, makeshift bow pulled taut and aimed violently in their direction. Gwen tugged on Peter's arm as he stared daggers at the hunter.

"No, don't fight! Run!" She shouted, pulling him from his violent gaze. Peter's gritted teeth grated before turning and following Gwen, sprinting through the brush and over uneven ground. They panted as they leaped and bounded over fallen logs and stagnant puddles. Gwen swatted at branching vines with her arms as they ran, feeling the hot licks of sharp flint arrowheads whizzing by their ears.

"Run, come on, run, come on..." Gwen panted over and over again, pressing her palm to a falling log in her path and vaulting her ankles up over it, touching down the other side without a pause in her speed. Peter did the exact same thing, but staggered as his ankle wobbled on an uneven landing, his leg already injured.

Gwen stampeded through the brush and lifted her arms up to shield her face as she pushed through the final wall of thin brambles and thorns, scratching and slicing at her pale arms, small hot scratches sizzling against her skin. She leaped through the brush and sunlight hit her in heated droves, rays of golden light seeping into her scalp. She quickly felt the ground disappear beneath her feet, a horrible churning sensation hitting her lifting stomach as she tripped and slid down the cliff face, a yelp in her throat.

Suddenly a cable hit her hand and caught her, Gwen swinging from the cable, panting for breath. Her eyes adjusted to the sunlight, peering down passed her muddied feet at the drop, hearing the torrential roar of water fill her ears. Her blinking eyes looked down from the sun at the source of the sound: The huge Hydro Dam they'd spotted across from the Oscorp facility. They'd walked a strayed path for the last few hours and ended up going around the forest's outskirts and looped up to the mountains opposite, now caught in the maw of the roaring Hydro Dam.

The Dam was titanic, catching her off guard since it looked so insignificant and small from afar. Here they were, teetering close to the brushes edge and raging overflow reserves, massive crashing, frothing pillars of water sliding down the curved face of the thick Dam. The trees whipped and swayed by the Dam's lip, leaves fluttering and twisting through the cold air, glistening like glitter in the sun's rays.

Gwen looked up, panting and gulping to stem her rapid heartbeat, clutching to the cable tightly to avoid the huge drop down to the concrete flats at the base of the Hydro dam, catching the overflowing water channels. Chiseled valleys of thick cement and metal grates channel off the overflowing water into massive turbine generators, whirring loudly as the flowing torrents of water power the distant facility.

Gwen licked her lips and began to steadily climb up the cable, shimmying up the swinging vine of silver, feeling the nausea inducing sensation of gravity tugging at her ankles. She gripped the sticky string tightly, peering up over the rock and mud lip, thick tree roots coiling and sprouting around the base of the overhanging soil chin.

The sun haloed around Peter's head and shoulders as he leaned carefully over the edge, holding the cable with both hands, biceps straining as he began to haul her up, his sole investment of eyesight totally engrossed in watching her. "I gotcha Gwen, hang on!"

"Peter, the edge, it came out of nowhere!" she called up over the roaring waterfalls to him, hauling her self up, thighs and ankles clamped around the Biocable as it swung back and forth. "The dam, it-it's huge! Where do we go now?!" she shouted. Peter licked his lips and looked out along the curved Dam, the only way connecting to the other side of the forest lathed hills, besides a swim through frigid waters.

"We'll walk over the Dam, now hang on, I'll pull you u-" He quickly turned, ducking under the sharp swing of a Kukri knife. He staggered, Gwen yelping as the cable dropped and swayed violently. Peter ducked and turned to avoid each harsh swing of razor sharp knife, Kraven's eyes filled with vengeance and fury. Kraven kicked Peter's gut, making the boy fall over on his back, winded. Despite the aching pain in his stomach, Peter rolled over on the floor to avoid the piercing blow of a blade, sticking the cable Gwen was hanging from to the roots to free his hands. Gwen continued to slowly climb steadily, hearing the fight between Kraven and Peter atop the cliff edge.

Peter leaped up and shot a Biocable at Kraven's face, blinding the huge hunter with sticky webbing. He gripped the substance and peeled it from his face, roaring angrily. Peter jumped up into the trees, firing a Biocable across from a branch to another, swinging around with speed to Torpedo his feet heavily into Kraven's collarbones, knocking the Hunter backwards into the brush. Spiderman back flipped and landed at the edge of the cliff face, heels teetering over the crumbling lip as he steadied himself. Peter, with a brief moment of pause, turned and grabbed the cable Gwen was climbing. He began to haul her up.

"Peter, look out!" she shouted, Peter ducking as Kraven brought the knife down atop the base of Peter's neck. With inches to spare, Peter swooped aside, the knife sinking into the earth, snagging the cable, Gwen falling free from the cliff. Peter rolled over and cracked his toes hard across Kraven's nose, knocking him over and rolling across the mud and grass to the base of a tree trunk. As the Biocable unraveled from the root, Peter caught the last inch of it between his fingers, Gwen's fall abruptly stopping. She hugged the cable tight and peered up at him, Peter smiling down at her softly.

"I've gotcha Gw-" Peter's sudden blood curdling scream echoed horribly across the plateau of forest and wavy hills, distant trees shaking as they shed flocks of cawing blackbirds, taking to the air from the loud disturbance. Gwen gasped and her lips contorted into a cry as she heard the slice of flesh and bone, feeling the cable drop from his grip and begin a rapid decent to the concrete labyrinth below. Gwen leaped off the cable and with one last wish and prayer, shot a cable up from her own wrist, coiling it around an exposed root, gluing to the wood and fibrous flesh.

Her decent stopped sharply as the cable tugged to her weight, swinging again. She peered up and saw Peter screaming in sheer agony, feeling hot splashes of his blood splatter her cheeks as she tried to look up passed the sun's blinding rays. He was clutching his wrist, gasping and panting, crying as he dropped to his knees, glistening ruby beads of his blood slipping and dripping off the grass blades. She saw the huge torso of Kraven grin itself in front of the sun, and that was when she focused her eyesight on Peter. He was desperately clawing and pressing the pad of his palm to his wrist. She saw Kraven's bloodied knife, and her own circulating blood ran cold and her stomach churned sickeningly as she saw the lack of a hand on Peter's wrist, lost in the undergrowth as Kraven had sliced his hand clean off.

"Peter, no!" Gwen cried, tears streaming down her cheeks, her lips quivering as she helplessly hung to her cable, watching as Peter's skin went pale like a sheet and his eyes became distant and bleary, blood running down the stump of his hand. Kraven grabbed Peter's neck and turned, throwing him like a rag doll down the slope of the cliff, his body tumbling violently, cracking against every root and rock. Gwen cried out as she watched him tumble down till he was lying on his front, unmoving at the edge of the Hydro Dam's lip.

Gwen saw Kraven turn to follow his rolling body, and she found new strength, climbing up the cable till she could grab fistfuls of grass and mud, pulling herself up over the edge of the cliff. She lifted her leg and slid it up over the edge, growling as she tiredly pulled herself up to her feet, finally back on solid ground. When she caught her hammering breath, she felt sick at the sight of Peter's dismembered hand in the grass. She fought off her wooziness and snarled her lip, turning to limp after Kraven, down to the edge of the roaring Dam.

Gwen finally slid down to the end of the forest, her socked feet scraping across the concrete of the Dam's edge, looking down despite herself at the sickly long drop, at least a mile down, thick with concrete and gushing waterfalls, pouring millions of liters from overflow viaducts. Gwen panted and tried to remove the pained image of Peter from her eyes, but every time she blinked she saw his blood. She pressed her fingers to her cheek, sliding them back to her eyesight, the tips of her fingers coated in bright red blood: Peter's blood. Gwen gulped shakily and looked out at the center of the curving Hydro Dam, seeing Kraven pacing out towards a barely conscious Peter. She had to hurry, so she carefully and steadily began to walk out over the thick Dam.

"You persist too long, boy!" Kraven spat, sauntering across the Dam to the boy, his boots crunching over the stone soaked blood trail. Peter was listing, woozier with each step, his stump held to his chest, red soaking into his Spider etched pectorals. His head felt as light as a feather, cold beads of sweat glistening on his brow. "Your hand will serve as penance for what you took from me!" He roared, gripping Peter by the base of his nape, gripping tightly, Peter growling in agony, unable to fight back. Kraven lifted the boy up by the scruff of his neck, turning him around in his grip to face him. He scoffed a grin and lifted Peter out over the edge of the Dam, a massively daunting drop below, into thousands of liters of gushing fresh water, along with hardened concrete and steel.

"You're weak, boy. You talk of your abilities? Hah? Yet you never saw that coming, did you?" Kraven smirked, eyes flitting to Peter's handless wrist. Peter gulped dryly and listed his head back, eyes failing to stay open. "The age of Spiderman...is at an end." Kraven cackled, lifting his Kukri knife grip over his head, ready to slice down over Peter's scalp, the finishing blow. "And it is I, Kraven the master hunter who took him down from his throne!"

"Wait..." Peter begged weakly. Kraven snarled his lips, shaking his head.

"No. Not this time." He swung the blade down, but something hard slammed into his side, throwing Kraven to the side, tumbling across the concrete spine of the curved Hydro Dam. The Hunter growled as he rolled across the concrete, gripping it tight and sinking his blade deep into the concrete to stop his tumbling. Peter fell from his grip and began the long fall down to certain death, just as a Biocable caught his collarbone. His left hand - only hand - came up to grip the cable automatically, growling at how the sudden pinching stop tugged at his bones. Gwen was balancing over the edge of the Dam, her wrist aimed out to him, Biocable in her grip.

"Hang in there, Peter! I gotcha!" She called over the liters of pouring water below him. Peter simply bounced off the wall of the Dam, groaning in agony as his severed nerve ends scraped along the gravelly surface, lighting his nervous system on fire, like being dipped in molten metal. Gwen looked up as Kraven hauled himself up to his feet, after she'd slammed into his side. His eyes flared with a mix of fury and delight at her, his true target.

"You! The Girl who took it all!" He roared, running across the Dam at her. His boots thumped closer and closer, Gwen panting harder and harder, her brain trying to think of something. She stuck the Biocable Peter was holding onto the lip of the Dam, quickly somersaulting to avoid the crashing down blow of his humming knife, a spray of sparks glistening off the chipped Concrete. Gwen landed on wobbly feet, her left foot half on the Dam and half free floating, wobbling slightly as she corrected her balance, trying to ignore the long fall and raging torrent of water.

Kraven stood before her, snarling a grin, both Kukri knives in his hands, gripped tight and ready to plunge into her heart. Gwen gulped, not at all ready for her ultimate fight. She had no choice now, it was up to her to fight back, and win...Or she and Peter would die.

...

Aunt May sat at the Coffee table, fingers trembling around the warm china of her mug, steam swirling in wisps of smooth velvet heat. Her glasses sat atop the table, next to the opened and creased pages of the Daily Bugle. She couldn't bare to stare at the front cover of the paper, what it'd been for the last week. The printed sheet held two images of Peter and Gwen, with thick bold font of "Missing" underneath, asking for anyone who knows of their whereabouts to step forward.

Aunt May was devastated, and terrified of the idea that Peter was missing, or worse dead. She lifted a trembling hand to pinch her brow, gulping hard as she tried to not think such heinous thoughts. Peter had to be alright, he had to be. She hoped Gwen was with him too, oh how she hoped they had each other.

Over the last week, Helen Stacy had visited regularly, having pinned up photos of her daughter and Peter across New York, or having asked Danny Lugo to investigate into their abrupt kidnapping. She was working flat out, thick and heavy bags under her usually bright eyes. Helen looked exhausted, just as much as May felt it. However, May felt like Helen knew something she wasn't sharing, as whenever she mentioned Peter, Helen seemed to clamp tight around her cup of coffee.

As of this moment, the lunar glow trickling through the blinds of the Kitchen, filling the empty sink with liquid cool light, Helen was again sat opposite May, watching as the elderly woman rubbed at her brow, sighing. Helen licked her lips, tucking a golden lock behind her ear.

"I've umm...I've managed to arrange a thing with Midtown science." Helen broke the silence. "It's a campaign to help raise awareness for Gwen and Peter's abduction. Eugene Thompson started the idea actually. He's become a nice young man."

"Oh yes, yes he often pops round to say hello to Peter." Aunt May smiled at her across the oak tabletop. "So...what's this campaign?"

"Well, the children had the idea to raise awareness across the internet, sending Email flyers to different States, even countries. Seems the whole world knows about Gwen and Peter going missing now." Helen smiled slightly, wearily. Aunt May sighed softly at the frail looking Blonde, almost twenty years younger.

"Oh, Helen dear, how are _you_ holding up?" She smiled supportingly. Helen looked up as her eyes began to wobble with flexing watery glass. Her lips trembled and she clamped her hands over her eyes, sobs wracking her body suddenly.

"Oh May, I want my baby girl back, I want Peter back." She cried, shoulders bobbing with each gasp and sob. Aunt May got up and paced around the table, enveloping the lithe blonde in a warm hug, rubbing her beige cardigan shoulders. Helen sobbed and tilted her head to rest against Aunt May's inviting warmth.

"Shh, hey, shh, it's okay Helen, we're going to get our babies back, I know it." Her own lip trembled. "We've got to keep trying, but we'll get them home."

Midst Helen's sobs and sniffles, May heard a few thumps in the living room, seeing a black mass move in her peripheral. May looked up and yelped, hand on her chest as she staggered back against the sink. Helen looked up through bleary tears and almost fell from her chair, staggering to her feet to stand beside May, almost shielding her older friend. She looped her arm through May's, holding her close.

"I hope I'm not intruding." The black hooded monstrosity sneered, turning from the mantelpiece with a photo frame in his mechanical grip. The Goblin turned his head, bronze masked left side tilting to show his scarred and sliced right side, flaring yellowing teeth and black gums. He pulled the hood down across his metal plated shoulders, revealing the tufts of frail and frayed slick back hair, pointed backwards, along with his only remaining right ear, the left one torn and shredded from the grenade explosion. With the ruined half of his face covered with a segment of Bronze tribal mask, his half flesh grin spread further as he sauntered across the wooden flooring, one remaining eye looking at the photo.

"Mmm, so this is Uncle Ben. Huh...nice looking man. Friendly even."

"Get out." May snapped. "Whatever you are, I don't care, just get out!"

"Oh in time my dear, in time." he set the photo down and smashed his palms together in a loud echoing clap. He rubbed them together. "I do apologize, where are my manors?" The Goblin chuckled, outstretching a metal plated arm. "Green Goblin, and you must be Aunt May?"

"Get...out...of...my...home!" May roared, trembling, heart in her throat. Helen gripped to her tightly, protectively. She eyed the monster, remembering him from when he hurt Gwen, from when he leveled their apartment, their home.

"And...oooh, Helen?" he licked at his lips, pretending to smooth a comb over his frayed and ruined hair. "You are breathtakingly beautiful." he smirked, his sharp pointed tongue licking over his pointed chin. Helen grimaced at the sight, her hand reaching back behind her rear.

The Goblin sighed and slapped his hands to his thighs. "Straight to business with you two, jeez." He huffed, pulling out a seat and sitting in it, the wood creaking under the immense wait of the Goblin's muscle and metal frame. May grimaced at him, the way his charred flesh had seeped between the cogs and gears of his armor, fusing whatever the suit was to whatever he was. He crossed his legs over and lifted his boots to land on the table, hands meshing in his lap, leaning back on the two back legs of the chair.

"Comfy?" May snapped, outraged at how he was disrespecting her home. He nodded, twisting his talon in his right ear, flicking wax aside.

"So! I come to threaten. Not you, but...you know how it works..." he swirled his hands in the air, rolling his eyes at the situation. "I know right? Bad guy uses family members to get at the good guy, yada yada yada, it's all been done over and over before, huh?" He shrugged, mechanical gears whirring. Helen and May stared daggers at him, as Helen carefully fiddled to pull the Kitchen knife out the drawer behind her, slowly to avoid any sounds of clinking or clattering. Her heart hammered heavily in her gullet.

The Goblin licked his lips and got up with a groan, standing and pacing around the table, over to the stack of bright green apples in a bowl. "Mind if I?"

"Help yourself." May snarked, obvious sarcasm in her tone. He nodded and picked up an apple in his talon grip. He rubbed the Apple on his smoldered chest plate, checking the shiny green apple.

"So...Peter's been a bad boy." The Goblin chuckled, sauntering around the table, massive clunking boots thumping over the floorboards. May peered at him with fire in her gaze. He tutted and shook his head, taking a chomp out of the apple with the right side of his mouth, tangy juices dripping down his chin, seeping through the scorch holes in his leathery green skin. "Now...I need to threaten him, need him to come home, cos hey...we all want Peter home, don't we?" he rolled his shoulders. May's fists were trembling.

"Why are you threatening my boy?!" May snapped loudly. The Goblin paused his chewing, cheek full of apple chunks. He peered at her with an incredulous gaze.

"Hmm?" he swallowed the bite. "You don't know? Well, that is odd, see...his lovely girlfriend knows...I'm guessing Matriarch_ Sexy_ Stacy knows, right?" The Goblin grinned at her, Helen snarling her lip, six inch knife held tightly behind her back. "I know, Harry knows, but...he never let _you_ know?" He pointed the bitten apple at May, who had furious tears in her eyes. The Goblin huffed and bit another bite of apple off. "Huh."

"Get out of my home, now." May begged angrily. It fell on deaf ears as the Goblin continued to pace and chew. He slid his gauntlet across his jaw, wiping away juices.

"You've got it now though, right?" He pointed at May. "Your little boy who comes home bruised and battered, who says he's off skating and being a regular teen, you have to have had a guess at who he really is, right?"

"Get out-"

"I wanna here you say it." The Goblin cupped his only remaining ear. "My hearing's shot in that one, go for this one, come on, say it."

"She said to get out, now go, or I'll call the police!" Helen snapped. The Goblin smirked and scoffed, continuing to upset May.

"Say it!" he roared.

"Peter's Spiderman!" May cried, cupping her eyes. "I knew it, I-I had a feeling, h-he's always so hurt, all the time, he's so secretive!" She cried, Helen hugging her, hiding the knife. The Goblin sneered at his little victory and chomped the last of his apple.

"There we go, let it out, let it all out!" The Goblin laughed, nodding. "Group hug, come on, bring it in." He opened his massive arms, grinning. Helen stood in front of May, flaring her teeth at him.

"Get the _fuck_ out of this house now, you've done enough to us!" Helen roared. The Goblin recoiled with mock offense, an exaggerated gasp sounding from him.

"Huh...cursing? B-But...that's _mean_!" he pouted, turning into an evil grin. He stepped around the table and towards May and Helen, the pair stepping back, spines pressed to the counter. May sobbed and she tried to stay away from the Goblin.

"Ben!" she begged, looking up at the ceiling.

"He's not here to help you now." The Goblin grinned, just as the front of the house glowered bright green through the window shades. The entire front wall exploded in a massive fireball, May screaming and covering her eyes, Helen yelping too. Bricks and mortar cracked and tumbled into rising, lapping flames. Smoke pooled at the ceiling, alarms blaring. Wood splintered and sheets of glass shivered and flexed, exploding and spraying throughout the house.

The green glow grew brighter over the auburn flames as the huge Gothic Glider, the Goblin's steed hovered into the Parker's residence. Crackling green flames popped and spluttered across the living room as the low Glider roared slowly around the room. The sharp plates of the huge wings flapped slightly as it hovered behind the Goblin. He threw his apple core in the trashcan, smirking.

"Wouldn't wanna make a mess. You have a lovely home, Mrs Parker!"

"Get out, _please_!" May screamed. Helen roared and lunged forward, sinking the kitchen knife into the gaps between his chest armor. The Goblin gasped and chuckled as she lacked the strength to sink it into his heart.

"Didn't you know? I'm a heartless wretch!" He pulled the knife out slowly and gripped it in his huge fist. He looked at the ruby droplets of his blood, staining the tip, along with a puss like green liquid that had cocktailed within his bloodcells. Helen staggered back and gulped, standing in front of the frail Aunt May. The Goblin dropped the knife harshly with a clatter, staring daggers at them, the stench of smoke and the warm crackles of fire ravaging the Parker home behind him, burning family heirlooms to ash.

"Fine, you can come too. Peter seems close to the Stacy's, so lets take them from him too!" The Goblin leaped up onto the Glider, reaching down and grabbing both May and Helen by the scruffs of their necks, turning and flying straight out the burning hole in the front room, the sonic boom blowing charred sofas and tables over . The Goblin cackled over their screams, high into the sky, as the flames engulfed the childhood home of Peter Parker.

...

Kraven roared a guttural cry as he swung his boot around, smacking the rubberized grip at the base of his shoe along her lip, splitting the delicate red skin, Gwen wincing as she staggered back. She regained her balance and narrowly avoided the humming swing of a Kukri knife blade. He swiveled his body around and swung his other blade at her, slicing across her scalp, a chunk of blonde hair lost in the wind, as a seeping hot sensation trickled down her brow. Gwen grit her teeth and aimed her wrist, firing a Biocable at Kraven's feet, tugging harshly to pull them out from under him. She was running solely on adrenaline now, not feeling the pain her body was suffering.

He fell back with a crack, his long haired scalp bouncing off the concrete. Gwen leaped onto his chest, slamming all her weight down into her heels, a crack sounding from within his thick Ribcage. He growled and grabbed a fistful of her blonde hair, gripping it tightly, Gwen crying in agony as the fibers of her tresses split and snapped from her scalp, throwing her over his head and out across the other side of the Dam. Gwen bounced off the concrete, her head throbbing as she tried to regain her balance, tired and shaky. She was losing blood, she could feel it dribbling down her scalp, off her nose's tip, splashing in tiny speckles on the concrete.

Gwen blinked hard to sharpen the fraying edges of her vision. Kraven leaped across the Dam and smashed his knee into her raised defensive wrists, making her stagger backwards from the colossal blow. She swung around and bounced up off the concrete, smashing her ankle bone across his chin, making the titan growl and list. Gwen pressed her thumb over the nozzle of the web shooter on her wrist ingeniously, firing a spray of fine webbing over him, Kraven cutting through the steely strands. The gooey substance stuck to his Navy blue cardigan, his thick fingers clawing at the silvery webbing.

She panted and built up enough strength to run at him with a battle cry in her throat, leaping up and lifting both her heels towards his chest, smashing against him with an echoing thump. Kraven cried out as he fell back, tumbling across the Dam. Gwen caught her footing and panted, tired and out of breath, wiping her pale wrist across her brow, stained with smeared blood.

Kraven regained his footing, looking down at the droplets of blood falling from his lip, staining his teeth crimson. He grit his dentures and looked over at the silvery webbing attached to the Dam, holding Peter alive. He snarled and swung his knife, cutting it. Peter dropped with barely a cry, almost unconscious.

Gwen cried out and aimed her wrist at him, firing another cable, just as he'd showed her, catching his back. She swung him round to her side of the Dam as carefully as she could. His blood drained body thumped against the Dam but at least he was alive. She stuck the webbing to the Dam again, behind her, and caught sight of the rusted orange crane hoist, angled out over the edge of the Dam. Thick calloused ridges of bulging rust coated the aged and warped metal, a thick steel cable swaying lightly from the wheel at the end of the boom hoist.

Gwen had a thought, but it was interrupted by a Kukri knife slicing the back of her knee. She cried out but felt all the air leave her lungs as Kraven immediately let the swing of the blade swivel him around and plant his boot in her gut, sending her hurtling out off the edge of the Dam. As she fell through the air, far out from the Dam's face, water spraying cool droplets against her heated and bloodied skin, She managed to aim her wrist and fire an arching Biocable, landing and gluing itself to one of the rusted steel supports of the mounted Crane hoist at the end of the Dam. Thick branches and brambles coiled around the rusted Crane's neck, choking the machine and trying to tug it into Mother Nature's tight embrace.

Gwen felt the Biocable latch and swing down towards the face of the Dam with building velocity. She grit her teeth and lifted her bare legs, pressing her feet out to impact against the wall. She hit hard, a crack echoing horribly up her leg, jostling her ankle and knee. She gagged and bobbed against the wall, fetal position around the Biocable, peering up through tired bleary eyes at Peter, hanging loosely from his own cable, barely conscious.

Gwen snapped her watery and tired eyes up at Kraven, pacing along the Dam. He sauntered and grinned wickedly as he slashed his knife at the concrete, trying to hit her webbing. "This is for Kardas! This is for Xen! This is for Vespa!" He roared, animal in his eyes, whatever was once Kravinoff the peaceful family man, now a total monster, engrossed in killing Peter and Gwen, because that hunt, that task was all he had left. "This is for Sasha! This is for Alexei! This is for my Trophies, for all I had left!" he roared through bleary eyes, slashing animalistically at the concrete.

Gwen looked up at the crane and snapped the webbing from the nozzle on the Shooter, aiming her tired and aching wrist up at the Crane. She fired a cable and it latched to the swung outwards boom, directly over her head. She growled and pulled it around towards Kraven. Kraven, blind in his rage, missed it and moved to late as the Crane boom smashed against his shoulder, cracking his collarbone and piercing rusted metal deep into the flesh and tissue of his shoulder. He roared in pain and gripped the metal, pealing it out of the gory wound.

Gwen leaped off the cable and pressed her palms to the Dam, beginning her climb up the face of it, sticky spider hooks plucking and tugging at the bricks. She managed to get to Peter, quickly checking on him. He was unconscious, pale and unresponsive, Gwen's heart running cold. Before she could try and jolt him awake, an arrowhead whizzed by the nape of her neck, slicing her pale skin. She hissed and cupped her nape, looking up at Kraven, the sleeve of his sweater soaked dark shades, red trickling down his trembling fingers.

He gripped his Bow and fired another arrow at her, the arrow skipping and shattering against the Dam. She grit her teeth and climbed her way up the Dam, fingers latching to the lip and hauling herself up onto it. Kraven fired another arrow and it went straight through her shoulder, Gwen screaming in agony as she gripped the wooden stick, feeling the horribly hot and burning sensation of fiery pain as the Flint arrowhead moved beneath her skin.

Gwen had to leave it in her shoulder, near to passing out herself as Kraven paced towards her, dropping his bow and unsheathing his Kukri knife, raising it over his head. "I underestimated you, little girl!" he roared, blood spitting down his bearded chin. Gwen felt her back press to the cold and sharp metal of the Crane supports. "I won't do it _ever_ again!"

He sliced the blade, but Gwen ducked, swinging her elbow around into his gut, Kraven groaning and cupping the area. She swung a fist violently into the wound at his shoulder, harshly punching it over and over again, as Kraven roared in agony. He spat blood and reeled his own fist back, collaterally smashing it into her button nose. Gwen fell back, dazed and in pain, blood running down her lips. She crawled back as the tired and bloodied Hunter lifted the knife over his head.

"You. You, who took all I had left and sunk it to the deep!" Kraven growled, sneering at her. "This Hunt is all I have left, and finally...it all comes to a bloodied end...with your demise."

Kraven grabbed her throat and lifted her off the ground, her feet dangling and flailing, hands gripping at his huge wrist. He smirked and grinned as she choked and spluttered, her eyes getting redder and her skin flushing as he squeezed her windpipe. She lifted her wrists, pressing the heel of her palm to his face, desperately trying to break his grip on her throat. Gwen could feel her eyes going black, losing her grip on consciousness. She was going to die. The wracking pain in her body, the arrowhead moving beneath her skin, it was all too much, she was going to die!

In one vain and final attempt at life, she fired a Biocable at his direction, missing his head and latching to the swinging steel cable from the crane boom hoist. He lifted the knife into her eye line, grinning, ready to kill. Gwen clung to consciousness as long as she could, pulling her wrist back and beckoning the steel cable to her palm. She caught it by luck alone, cold steel in her grip. She wrapped it tight around his neck and with one final roar of energy, threw her body sideways to the edge of the Dam. Kraven staggered, caught off guard by the Cable tight around his thick neck.

As they tilted diagonally, Kraven's knife dropping from his grip, the crane boom tugged from the cable and swung out over the edge of the Dam. Gwen felt oxygen fill her lungs as she and he fell from the Dam, tangled in flaying limbs. She grabbed to the lip of the Dam as tight as she could, peering down at the blood curdling roar from Kraven's lips, his eyes fixated on her furiously, hand outstretched to grab her ankle, his hold of her slipping. His huge hide slammed against the wall of the Dam, cratering dents into the concrete as he tumbled downwards, the cable whipping and lashing violently.

The steel cable unraveled from the Wheel as Kraven fell, still tight around his neck, clawing wildly and frantically at the wire on his fast decent down the Dam's face. But eventually the Cable reached it's full length, and with a sudden stop that made the Crane boom's metal frame bend and snag - bolts and screws tearing out of the concrete - an echoing, deafening snap of bone cracked as Kraven's roar fell deathly silent.

Crows and Ravens cawed and clapped their wings as black clouds of the birds took off from the sudden loud bang of broken spine. Gwen shut her eyes tight and pressed her face into the hollow of her armpit, groaning at the horrible sight of his hanging corpse, tight cable around his lifeless neck. The age of the Hunter had come to an end...at the hands of Gwendolyn Stacy.

She panted and licked her lips, tasting the tangy iron of her own blood, looking up at the chipped and cracked lip of the Dam. Gwen threw her limp other arm up over the edge and dug her tired fingers into the crumbling stone. She pressed her toes into the Dam's face, gulping to stem her panting and thumping heart. Gwen growled and cried out with agony as she forced all of her last strength into hauling herself up the side of the Dam, tired muscles flexing and trembling.

Gwen got her leg up over the edge, hissing as her bare inner thigh grazed against the cold and sharp concrete. Her skirt was stained with blood and ripped, frayed at the hem. Her blouse was torn and her left sleeve was null and void, hanging down over her elbow by three threads.

She groaned and rolled onto the wall, panting to the sky, gulping hard against her beating heart. Gwen closed her eyes for a second and blew out a shaky breath, before rolling over and looking at the Biocable still stuck to the Dam. Peter.

"Pe-Peter." she panted, trying to get up on wobbly legs, but instead began a tired crawl toward him, bruised fingers clawing at the crumbled concrete. Her bare knees grazed along the rough cement, hissing as bodily grief wracked all the way up and down her body, a sliding guillotine of jolting pain. "Peter...h-hey..." she breathed, her eyelids heavy, silence echoing across the place where she was fighting violently for hers and Peter's lives less than a minute ago, sixty seconds earlier when Kraven was still alive, now in eternal death.

She looked out over the edge of the Dam and gasped when she saw a swinging cable, swaying in the breeze, with no one on the end of it, only the roaring and frothing valley of water gushing below them. Her heart hammered in her throat and she lifted a cut and bruised hand to cup her mouth, thick fat tears dribbling down her cheeks. She let the sobs wrack her body, trembling all the way along her sore spine.

She fell back onto her spine and thumped her head back against the concrete, letting her desperate sobs grow louder and louder, pressing heavy palm heels to her eyes, trying to wipe away the never ending torrent of stinging tears. As her adrenaline faded, her tired tears were finally exiting her body, as the fear from the fight had caught up to her, delayed. But most of the grief was definitely fixated on the absence of Peter.

"Peter." she cried, rolling onto her side and hugging herself in the fetal position, seeing specks of her blood drip off her scalp and onto the concrete. Her sobs wracked her body as she looked through water goggles at the Oscorp Facility, nestled in the forests. Her eyelids grew heavy and she felt so, so weak. It wasn't long before she was beginning to feel woozy and pass out.

Just as her eyelids grew heavier and heavier, weighing her lashes down, she felt the spray of cold water and the cool air of downdraft, muffled rotors clapping. Her vision blurred and the edges feathered in black, just as a pair of jet black laced up boots stood in front of her body.

"She's still breathing! So was the other one, sir!" the voice mumbled in her water logged ears. Gwen managed to muster just enough strength to lift her nearly unconscious gaze to the soldier's balaclava face, a Chinook Helicopter clapping at the side of the Dam. "Guy hanging from the crane's dead sir, spinal column severed."

Gwen mumbled and looked up as a silhouette with a black hat stepped into the sun, looking down at her, hands behind his back.

"Excellent. One less loose end with Kravinoff in a coffin, all taken care of for us. Take her in, and the boy, I want them cared for and healed, now!" The Gentlemen knelt before her, stroking Gwen's brow. "You'll be fine, sweetheart..."

Then she passed out, head dropping lifeless to the concrete.

* * *

**Author's Notes: So, the Kraven story arch comes to an end. What'd you think? Tense, huh? Think I did his death justice? The way I see it, there was no way he could have gone on, totally lost in his obsession with killing Gwen and Peter for what they did to his trophies. And Goblin has captured May and Helen! Oh no! Gotta get back to New York guys!**

** The next chapter will be in 2015, so have an amazing Christmas guys!**

**Oh, and yeah that was Gustav Fiers at the end with the hat. The Gentlemen who now owns Oscorp and wants Spiderman's blood. Let me know in the reviews what you thought of this chapter, cos it's quite the debate I suppose about what's gonna happen next! Love you all! - Dave**


	31. Biggest Fiers realized

**Author's Notes: Hey guys, welcome back to "We're Best Friends!" So I'v had a very busy start to the year, and decided I needed a short break to figure out where to go with the story finale and also have some time with family and friends. Hope you all had a good Christmas and New year! Anyway, here it is, the next chapter in the ongoing series! Enjoy! - Dave**

* * *

**Chapter Thirty One: Biggest "Fiers" realized.**

**...**

_"Easy Bugboy." Gwen breathed lightly against the electrical tickle of his brushing lips, feeling the hot air of his breath rasp along her cheeks as he chuckled a grin. She opened her hooded eyes, looking up through the black mist of her eyelashes. His hand softly caressed and palmed the nape of her neck, trying to gently coax her closer to him, but he just stared, wide eyed and dilated at her, gulping dryly. "What?" she asked tentatively, pursing her pillowy lips at his reflective eyes._

_Suddenly though, he snapped from his daydreaming and shook his head lightly, eyes blinking hard to get their lost gaze under control. "N-Nothing, nothing..." he stammered, dropping his eyes to her lap. He licked his lips, tasting her on them - a hint of chocolate laced with cherry lip gloss and cocktailed with something so entirely her, so very indescribable. She silently laughed at his downward gaze, hooking his bottom lip over the tops of his bottom teeth._

_"Hey - what?" she asked so gently it was barely a whisper, soft as smoke yet raspy and squeaky at the crescendo. He looked up through his muddied and bloodied fringe, feeling her lean into him slightly, wet sponge against his wound squished between their bodies, dripping warm beads of water along his pectorals. "What?" she traced her lips over the edge of his top one, sucking ever so lightly on the delicate red skin. It was so quiet and peaceful in her room - to avoid alerting her parent - that the only sound was his thumping heart and the gentle smacking sound of her lips on his. All he was thinking was how she was the one to engage the gentle kiss to his lip._

_He grinned, Gwen feeling his lip firm between hers. She peeled away, smiling as he grinned up at her, huge brown eyes intent on her. "I'm - I'm gonna tell you something..." He mumbled, shuffling his sore back up flush against the side of Gwen's bed, back of his head leaning against the mattress edge. Gwen mouthed an exaggerated 'Wow' as she hooked the swinging veil of blonde out of her eyes, behind her respectful ear. He eyed her reaction curiously and nervously as she shuffled against his lap._

_"Well, I mean, I've gotta get prepared, right? I mean, last time you said that..." she coughed behind firmed lips. "You - you know, the whole 'I'm Spiderman' thing..." she huffed gently, Peter rolling his lidded eyes and nodding with a weak grin. "Okay, Okay, I think I'm ready - shoot." she nodded. He laughed and kissed her nose lightly, Gwen's eyes crinkling in amusement._

_"I'm gonna tell you what my Aunt told me." he sighed, sliding his hands up her hips to her waist, trying to pull her into his lap. Luckily for him, she obliged, straddling his stretched out legs, pressing the wet sponge to his pectoral. He bit the edge of his glistening bottom lip and looked up into her wide green eyes, gleaming with the reflective glow of lunar light, currently pouring through her window. He gasped gently at how captivatingly beautiful she was, and how he didn't want her to go - to lose her._

_"She told me...that secrets have a cost, always have and always will..." he gulped hard, Gwen leaning back slightly to solely invest her soft emerald gaze into his own eyes. "She's right. Secret's do have a cost. A-And I know - I know that the cost for my secret is..." he bit his lip, neck tensing hard over a shaky gulp. "...it's you." he nodded to her, lulling his head forward to rest his forehead between her collarbones, breathing in against the warmth of her soft chest. "I'm scared, Gwen. Th-That one day, my secret is gonna cost me - cost me you. I don't want it to take you away, I don't want it to..." he whispered, shaking his head against the low cut collar of her nightie, nose nestled along the inviting heat of her heaving breasts._

_"Hey, shush, kay?" she cupped his chin, lifting his flushed face from her chest, eyes intent on his glassy stare. "No more of this, okay?" she raspily whispered, pushing her index finger's tip to his lips, stilling him. "Secret's do have a cost, you're right. But would you change it?" She asked him tentatively. He raised an eyebrow, kissing her finger as it fell away._

_"Change what?"_

_"Telling me. About your identity?" Gwen tilted her head. "Sharing it with me?"_

_"No. No. I-I didn't want to start our relationship on a lie." he mumbled, catching her falling paw and kissing the back of it. Gwen let out a light laugh, Peter looking up at her._

_"Well, aren't you mister confident?" she chuckled. "You seemed pretty sure that you'd wooed me, huh?" she smirked, tilting her head to one side, hooded eyes intoxicating to him, his own gaze drunk on hers. He smiled and grinned lop sided to her pale shoulder._

_"Ah..." he smiled, squeezing her hand lightly. "You know you like me." he looked at her, almost pleadingly. Gwen pulled her hand from his grabby paw and joined her other hand in cupping his cheeks, staring straight into the deep chocolate vines of his irises._

_"Yeah. I really do. I really like you, Peter Parker." She beamed, leaning forward to press her lips to his, brushing her wet thumb across his cheek, wet with the soapy warm water of the sponge. She peeled off his lips, panting, arching her chest to press it to his, grunting a squeak as his hands tugged at her hips._

_"She's right, secrets have always had a cost, Bugboy, always." Gwen slid her wet hands down his slippery cheeks, along his neck to his collarbones. "They're not for free. And yeah, maybe one day we'll have to pay that fee-"_

_"No, No, I don't want to..." He whined, balling up her nightie and pulling her towards him, weak and needy. "I don't want to-"_

_"I know, I know you don't, but Peter, hey...Hey." She tugged his shaking head to her view, glistening teary eyes settling on her bold ones. "One day, whether it be a year from now or a week from now..." she sighed, looking into his bleary eyes. "...One day we'll see that payment through together, yeah? Cos, yeah, yeah secret's do have a cost, and they're expensive on the heart..." She wiped a stray tear from his bruised cheek. "...but you wanna know what we'll do? We'll share that cost together, between us. Because a secret's cost on one person, is a lot more expensive and a lot harder to pay, than split between two people."_

_"Gwen, no, no!" He panted, eyes streaming. "I can't lose you, I won't..."_

_"Nobody said you will, but I'll be damned if I'm just gonna sit here and pick up the pieces of broken Peter Parker, when I can stop him breaking in the first place." Gwen smiled. Peter scoffed and grinned, licking away tear splashes on his lips. "Now, smile for me." she beamed. He quivered his lips into a weak smile. "Bigger!" she squeaked and he broke out in a wide grin, despite his inflamed red eyes. "Better."_

_"I don't deserve someone as perfect as you." he sniffed, eyeing her lap._

_"No..." Gwen gave the sponge on his chest one last gentle squeeze before dropping it to the bowl of water beside them, wringing out the watery streaks of blood. "...you most certainly do, my amazing-"_

_"Spiderman?" He grinned weakly at her._

_"Nope." His eyebrows pinched in confusion. She slid her hands along his chin, wet and soapy, but still she pecked his lips. "My amazing Peter Parker." she nuzzled her nose to his, both grinning ad giggling as they wrapped one another in a warm bundle of loving limbs. He smiled contently, humming as he nuzzled himself deeper into the warm crook of her neck. She was his world, she was amazing. She understood everything, and she was the only person he trusted wholeheartedly to handle the burden of knowing his identity...and he knew he could trust her. Peter pulled his head out of the warm embrace, feeling her soft strokes to his back, looking at her closed eyes._

_As she felt him abandon the hug, she slowly fluttered her eyes open, confusion on her face as she eyed his emotional eyes so close to hers. His lips quivered and he choked to hold it back, folding his lower lip over his bottom teeth, breathing shakily._

_"Peter?" she whispered softly._

_"If it was the other way around...would you trust me?" He asked, eyes lifting to hers. "To carry the weight of your secret, share your identity?" he asked softly. "B-Be honest." he sniffed. Gwen smiled so gently as she cupped his cheeks again._

_"I most certainly would." Gwen pressed the tip of her nose to his, Peter grinning as fresh tired tears fell down his cheeks. "That's what I mean, Peter. See? We both already carry the cost of our secrets together. And doesn't the weight feel so much lighter when you have someone to share it with?" she blinked at him. Peter immediately wrapped his arms around her, tightly, sniffling into her neck._

_"I love you."_

_"I love you too..." She breathed, hugging him with ferocious protectiveness, and loving intent._

...

Kraven's deceased body ghostly swung from the groaning cable around his snapped neck, the roaring current of the flowing dam raging beneath his hanging corpse, droplets of his blood still dripping off the swaying caps of his boots. Silence echoed solemnly around the landscape, mourning the fallen hunter, dead - despite his flaws and lust to kill, hidden was the family man who'd lost it all, now laid to rest with them. A fitting end to a broken soul, yet hung for his villainous crimes. Like two crisp epitaphs of humming metal, his Kukri blades stood rigid, sunken into the soft earth flesh beneath the Dam.

The trees whistled and hissed as sweeping waves of cooling wind raked their fingers through the forest's evergreen locks. Though, through the peace and tranquility of the land, came the sight of the goliath Oscorp facility, hidden and nestled among the rolling clouds and rising hills. The glass tower stood tall and bravado, climbing like a pillar of mirrors into the silver clouds.

Finally clean up crews in crinkling orange Hazmat suits littered the battle torn Dam, some repairing chipped chunks of concrete that threatened the integrity of the Dam, while the rest hauled up the steel cable, in an attempt to clean up Kraven's remains.

As the depth of field transitioned through the warmly tinted glass, watching down with omnipotence over the distant Dam, her eyes focused on the dazed and distant reflection of her face on the glass, Kraven's unfocused body but a blurred mass in the distance. Her once bright emerald eyes were now dull and empty green orbs, heavy lids drooping tiredly over the tops of her irises. Her pale and cream complexion was paler and weaker, frail and worn. Her once warm velvet smile was abolished, replaced with the same relaxed frown, her ego never finding the need to flex the muscles required to smile. What was the point?

Gwen sniffed and regretted it once again as her nose's bridge throbbed. She growled and prodded her fingertips to the violet and purple blotch of sore skin and flesh, the swollen bruise hating the attention of her exploring fingers. Her long tresses of golden hair were finally clean of grime and matted blood, the tight knots of woven hair now free and loose falling swirls of ivory strands. It was funny, how her clean and reflective hair was more relaxed and free than her entire body and mind.

Her soft skin was scattered with scabbing slits and cuts, blotches of deep red settling beneath her almost translucent skin, pooling in patches along the base of her cuts and scabs. Along with the swelling bruise on the bridge of her nose, Gwen had a pallet of vibrant yet violent colors soaking her skin. Blacks and blues, purples and reds, all swirling around each other like hurricanes on her bruised skin.

Gwen hissed as she moved her shoulder blades, hearing - no, _feeling_ \- the internal sound of a crunch as the bones rubbed. Her left shoulder was wrapped in a thick padding of cotton and gauss, hidden beneath the black hoodie the Oscorp Nurses had offered her, for the absence of her battle torn blouse and skirt, now tossed in a bin. Her bouncing legs, still filled with quaking nerves were clad in a warm pair of dark grey tracksuit bottoms, baggy and comfy. The baggy fabric concealed the scratches and blotchy scabs that ran like canyons across the pale valley's of her thighs.

Gwen sat on the lip of her Hospital berth, with her hands in her bouncing jittery lap, sleeves pulled down over her sore and bruised knuckles. She sniffed again and - like a nervous tick - went to rub her nostrils with the tops of her fingertips, stopping halfway there to avoid another jolt of aches to her agitated nose. Her list of injuries was long - very long; but her Peter's must have been printed on double sided paper.

She hadn't seen him at all since the penultimate fight with Kraven on the dam, when he'd vanished off the edge of the Dam. She'd assumed the absolute worst, but when Oscorp found her, and she regained consciousness on a rushing hospital gurney, she heard them talking about the barely alive boy. At least he was alive. Gwen groaned and dropped her head into her sleeved hands, cradling her face, trying to scrub the image of his decapitated hand from her eyes, trying to remove his blood curdling screams from her ears.

Gwen looked up at the door over her shoulder, as a smiling nurse walked in - gentleness in her every fiber, Gwen could tell just by the look of the lithe woman. The brunette bun tied tightly behind her crown, her big blue eyes warm on Gwen's, her red velvet smile all but the most comforting thing Gwen has seen in weeks. She reminded her of her Mom. _Mom._

The woman was hugging a clip board to her chest, smiling as she sat lightly on the bed beside the jittery teen. Gwen's face was devoid of all makeup, washed away in the shower they'd offered her that morning. Her pale complexion was paler, the ruined and smudged mascara around her eyes lost down the swirling plughole. Her nude lips, a pale pink as apposed to glossy red. She felt slightly vulnerable without that shield the make up offered, a mask to hide behind she supposed; but Gwen knew that she was fine without it - she'd have to be. The time to worry about Makeup was long ago, a thought process she'd left in Manhattan. Gwen's natural exotic eyes fixed widely on the woman, gulping at her mascara eyes.

"Hello, Gwendolyne." the woman smiled, sighing with a chipper tone as she opened her clip board notes on Gwen. Gwen searched the woman's downcast face, flitting from notepad to her time and time again. Suddenly the woman looked up, startling Gwen. "Seems you are healing incredibly well."

_Uh huh, yeah, I know._

"Oh...well, that's umm...that's good." Gwen licked her lips, nodding. "My nose still hurts though." Gwen hissed as she prodded her swollen nose's bridge. The woman hissed, the tone soft yet scolding as she gently pulled Gwen's hand away from the nose.

"No, leave it be. A mild fracture, but it's healing very well. You're body has an amazing healing process, Gwendolyne-"

"Gwen. J-Just Gwen." Gwen nodded at her. The Nurse smiled brightly.

"Okay then, Gwen. We're just finishing up our report on your injuries, we've looked into your family via your Facebook page and we've contacted you're Auntie, she's going to-

"Where's Peter?" Gwen asked, the burning question finally bursting through the seams of her thinly pressed lips. Gwen licked her lips again and her eyes burned, searingly hot into the woman's calm tropical blue irises. "Where is he?" She asked, her raspy voice wavering, lips crinkling around the edges.

The nurse sighed loudly and let the papers on her clip board flutter shut. Gwen studied her as she pinched her brow, and Gwen grew impatient, her heart beating faster and faster. "Gwen...I-I want you to-

"Where is he? Where is he, where is he, _where is he_?!" Gwen grew louder and more hysterical, eyes flooded with salty water. "I want Peter, where is he?"

The Nurse bit back a choke and sighed shakily. She placed a hand on Gwen's shoulder softly. "Gwen, honey. Peter died."

Gwen felt her entire world flip upside down, along with her stomach. Her usually wrinkle free features crinkled and quivered as her lips formed into a choked gag of emotion, a fat tear falling down her cheek to her lap. Gwen sniffed and lifted her head to eye the ceiling, trying to let the building tears trickled back down, away from her eyes. She bit back a sob and grunted emotionally, lowering her head, red puffy eyes fixed venomously on the Nurse.

"I'm so sorry, He died of his injuries this morning."

Gwen slapped her hand off her shoulder roughly, the Nurse recoiling, alarmed by Gwen's heated eyes. "You're a_ liar_." Gwen jutted her chin out, jaw tensed to try and stop her quivering chin and lips. The Nurses once cool blue eyes became hard whirlpools of frothing cyan as Gwen went to get up.

"Gwendolyne, where are you going, please sit back down, I still need to give you an injection!" she grabbed Gwen's shoulders lightly, the blonde teen whirling round to her, snarling her quivering lip.

"Os-Oscorp, you're built on lies!" Gwen snapped. "That Goblin thing in New York? His armor was_ printed_ in Oscorp logos, yet could I find anything on a suit of armor in the files at work? No!" Gwen snapped, her voice thick with emotion and anger, her weak voice wavering. "You hide anything you want, so don't expect me to believe he's dead. I won't...he's not." she gulped, shaking her head, her huge eyes shimmering with a glaze of tears. "N-No, he isn't..."

"Gwen. I am so sorry, but he lost his battle for survival this morning." The Nurse sighed, shaking her head solemnly. Gwen gulped and broke, her head falling into her hands as she sobbed uncontrollably.

"N-No, stop saying that, h-he isn't!" Gwen cried, shaking her head in her hands, feeling sickness in her frothing belly at the very idea of him dying. Gwen cried into the Nurse's shoulder as she hugged her, rubbing her back soothingly. Gwen couldn't believe it. Peter couldn't be dead. He couldn't be. He promised her he wouldn't die! When she took solace in him, telling him of her worries of Spiderman, of the idea of how she never knew if her Father was going to come home one day, she begged him to promise her not to die for this cause. Yet here she is, once again mourning a loving member of her life, as the need to pursue Justice pulls them from life itself. How would she go on without his smile, his grin, his heart, his love?!

"Okay people, remember, two more hours to clean up this mess, then we go back to public face, okay?" a male voice mumbled loudly through the walls, Gwen too busy crying to hear it.

"Samantha, how'd it go giving that girl the euthanas-" the voice of a bored man sounded as he paced around the corner, stopping mid sentence as his rotund eyes landed on the still very alive Blonde in the Nurse - Samantha's arms. Gwen's eyes burst wide, a river of fiery venom flooding her heart, of pure unaltered rage. Once more her world took another flip - right-side round this time. The trusting Nurse was ordered to Euthanize her? Stop her from blabbing on all this top secret Oscorp facility?

Gwen felt so stupid. Of course they would. Would they really let a teenage girl - a stereotypical view that she'd get home and immediately blab their secrets on Twitter or Facebook - go home, with all the knowledge on a top secret facility that was never supposed to be or exist? Short answer was no. There would be no backlash to putting a lost and possibly thought dead kidnapped girl to sleep, especially when nobody besides Oscorp knew about it. It would be like it never happened, because to the public eye it never did. Gwen might has well have died when Kraven kidnapped them at the start, because to all the world bar Oscorp, she did.

Gwen stood up out of the Nurses hold, the woman gulping and flitting her eyes over Gwen's shoulder to the frozen man in the hallway.

"Euthanize me?" Gwen snapped. "Wait...you were going to Euthanize me? L-Like a stray cat?!"Gwen hissed.

"Oh shit..." The man whispered, backing away slowly, hand paling as it tightened on the door frame. "Oh shit, oh shit, oh shit..."

Inside though, silence wasn't so tranquil, almost unnerving. Smooth tiled floors of glossy black stretched throughout the facility, while walls of mirrored glass and tinted black panes erected around the edges of the room, reflecting Gwen's anger and fury. Everything was sanitized and remarkably clean, not a speck of dust to be seen, besides the shed particles of skin and golden hair by Gwen's crumpled pillow. The Nurse backed away, her hands reaching for the clipboard, clutching at thin air.

"Y-You...I-I trusted you!" Gwen cried out, hot tracks of drying water along her cheeks, itchy on her skin. "Who told you to euthanize me?!" Gwen shouted at her, grief and utter anger racking her lithe frame, her Colic caused raspy voice aching and breaking with the unusual amount of shouting and screaming she'd vented. Almost instantaneously a loud pop sounded, Gwen's body falling limp as she stumbled forward, catching her balance by clutching at the yelping Nurse's scrubs. Gwen's eyes felt woozy, her vision blurry and the unquenchable thirst for sleep ravaging her mind. A sore spot of pain throbbed in her lower back, feeling a cold metal prick beneath her writhing skin.

"Wh-What? Wh-who?"

"I did." Gustav Fiers' gravelly voice sounded from the doorway, the tall silhouette casting a ghostly black presence in the frame. His hat tilted slightly as he watched Gwen stumble with shadowed eyes. "You wished to know who organised the end of your brief existence, which is fair, very fair..." He cleared his throat. "...Well.._.I did_." He slowly paced into the room, placing the tranquilizer gun on the sterile surface of a chrome gurney, aside other tools in the room's corner.

His polished shoes clapped along the tiled floor as he sauntered, eyes downcast at Gwen as she fell to the floor, trying her hardest to stay awake. The pale flesh of her palms slapped loudly against the sterile tiling. The other man stumbled in, gasping. Gustav ignored his colleague's nervous babbling of an excuse for his mistake, as he pulled out something from his long coat's pocket.

"Ah, sir, I-I'm so sorry, I should of-"

**BANG!**

Gustav lowered the Colt 1911 in his grip, timed with the slump of the man's body as he fell backwards with a thud, a spray of glossy red coating the wall behind him. The Nurse yelped, cupping her mouth. Gustav sighed, his free hand reaching into his breast pocket to retrieve a pale white handkerchief. He gave it a flick to open it and dabbed the blood splatter from his cheek, sighing loudly and dramatically.

"He was stupid enough to not check that the job was done before blurting the plan..." Gustav sighed, swaying the pistol in his grip with his saunter. "...Therefore alerting the suspect to our intentions." He huffed in a gruff rasp, prodding Gwen's side with his boot. The Nurse wiped her eyes and tried to breath in evened time with her rapid heart rate. Gustav nudged Gwen with his boot tip again, the girl groggily groaning as she tried to keep herself wake, the dart embedded in her lower back.

"And you..." He looked up at the terrified Nurse. "...were specifically asked to deliver the Euthanasia concealed neatly in an I.V drip bag, yet here we are having to deliver it sloppily with a disguised needle injection." Gustav sighed, tucking the pistol into his pocket to the Nurse's relief.

His calm and calculated mannerisms were that of nightmares. Gustav was intimidating...because he wasn't tying to be intimidating. A reverse psychology he executed flawlessly. He gently pinched the side of his glasses and lowered them from his shadowy eyes to breath fog onto the glass lenses and wipe them clean with his handkerchief. His grey eyes looked over the tops of the glasses and under the hooded brim of his hat. The Nurse gulped. He sighed loudly. "Oh, what to do, what to do."

"I-I-I'm sorry sir, i-i-it won't happen again, I swear." She pleaded, swallowing her nerves. He sneered, chuckling as he placed the glasses back on his shadow cast nose.

"Mmm, correct." He took out the pistol and stifled Samantha's scream with a bang and ping of a bouncing bullet casing. She fell back lifelessly on the bed spread, blood dampening the linens. "It won't." he sighed, tucking the gun in his pocket and kneeling down with an aged groan to Gwen. He cupped her chin with his finger and thumb, making the barely awake girl peer up.

"Sadly, we don't have plans for you, Gwendolyne Stacy; nor room for you in Oscorp's future." He smirked,. "...Peter on the other hand." He chuckled, grinning evilly beneath his hat as Gwen grumbled, trying to punch him, the sloppy fist sliding over his rough cheek to the floor, just as she passed out in a blackened blur.

...

Ravencroft institute for the criminally insane. With towering chain link fences, pumping with crackling volts of electricity, four huge cinder block guard towers on each corner of the institute and armed guards patrolling the high walls with pin point accurate rifles and skills. It was hardly the Ritz, and the people held inside where hardly glamorous or innocent.

Behind four foot thick walls of concrete and steel, three floors under sea level were the rows of cells, each filled with a violence contaminated member of humanity, a defector to civilization and society. They were in here for a reason, there was a reason for those electrical fences, those guard towers, those skilled guards, those rifles, those four foot thick walls and Adamantium bar cells. These were the type of people you kept inside to stop those on the outside dying at their bloodied hands.

Already each of the members of this dark and violent society for the criminally insane had liters of blood on their hands, never to be wiped away, never to be cleaned from their mind. And all they wanted to do was get out and soak their hands in gore again. Except for the likes of two, the only two that are eternally linked to Peter Parker and Gwendolyne Stacy.

Danny sat in his cell, worrying his bottom lip with his teeth, absent mindlessly throwing his tennis ball in a perfectly crafted arch toward the cement wall, watching it bounce back and up into his palm, repeating the automatic routine, filling the air with a repeated poetry of bouncing thuds. Unaware of how long he'd been bouncing the ball, he snapped from his daydream to look up at the Cell opposite his through the slits of the iron bars.

"Can you please cease that racket? It is mildly infuriating." Came the smooth rasp of Curtis Connors' tone. Danny sat up off the floor, sliding his back up the edge of his simple bedspread.

"Well, if I_ did_ have a racket, we could actually_ play_ Tennis." Danny smirked as he bounced the ball off the wall and into his palm again, eyes never leaving Connors' across the dank hall. Clad in orange prison jump suits, both prisoners stared at one another before Connors grumbled something incoherent and slithered off back to his own bed, disappearing into the dark shadows, only the sound of a few rusty bed springs creaking.

"Just...please. All I have is peace and quiet, let me at least have that." Connors' voice hissed gently from the darkness, a few mildew rays of dank light seeping through the prison bars to illuminate his sunken head, straggly strands of blonde hair falling over his closed eyes. Danny huffed and threw the ball hard against the iron bars, wedging the furry green sphere between the thin pillars of cold metal. Danny grabbed handfuls of the iron bars and barked at Connors through the slits.

"I don't care what you want, you took away my best friend, you bastard." Danny spat. "You deserve everything you get."

"Seems like some kind of cosmic justice that are cells are opposite then, hmm?" Connors sighed, looking up midst the darkness to meet Danny's hard eyes. "Maybe you'll dispatch me with an old shiv in the cafeteria later. It's as much as I deserve for what I did."

"Oh poor me, waah, feel sorry for old Doc Connors!" Danny pouted sarcastically, the gravelly rough and tired face of Curt looking up at him in mild shock. "Screw you, alright? What you did...it's unforgivable! You took my friend from me, from his family...from my niece." Danny snapped, shoving the iron bars harshly to stand up straight angrily, shaking his head as he paced around the small cell, fuming. Curt looked up, standing from the bed with a dull creak, stepping into the slits of dull light.

"Wait...Gwen? You're her Uncle?" Connors' baritone yet smooth accented voice sounded.

"Yeah, I am. Now I'm stuck in this hellhole, for a damned mistake!" Danny spat. "It's all bullshit."

"You too?" Curt gave a weak smile. Danny scoffed at him. "We make mistakes, things we wish we could take back. Mine was made out of a desire to have what I couldn't." He sighed, looking down at his only hand. Danny gulped, looking down at his own leg, tapping his ankle against the titanium shin beneath the orange trouser leg. Somehow he felt a slight pang of guilt, or want, of feeling what he was feeling. He couldn't believe it. He and Connors were the same. They'd commit an atrocity all so they could have back a limb that was lost, like dust in the wind.

"Still, it doesn't forgive what I did to the Stacy family. No matter how we try to sway it in our favor, words are merely words. They cannot undo the atrocity I committed." Connors' shoved his hand in his jumpsuit pocket, sighing heavily, chest deflating. He cricked his neck, a patch of green scales on his rough skin becoming visible in the light.

"Guess we all carry scars for our atrocities, right?" Danny sighed, pinching the fabric of his right trouser leg, pulling it up slowly to reveal the thin metal pole of his shin, attached to pistons and small wires, feeding into his untied shoe. Connors' eyes widened and he gave a quirk of his lips.

"I see. Well, maybe we should form a club." Connors' gave a very weak, testing chuckle. Danny dropped his trouser leg and ran his hand through his own long straggly blonde hair.

"I've done things I certainly regret. But...hurting my wife, my family? Gwen? Peter? They-yeah, they're the worst." He sighed, pacing back to his bed to sit heavily on the lip.

"You're a military man, aren't you?" Connors asked, rubbing at the itchy patch of scaly skin on the base of his neck. Danny shrugged and nodded, licking his lips.

"Was. But...made my mistakes, made choices I wish I hadn't." He growled and rubbed his palms over his face.

"Hands drenched in blood too, I take it?" Connors paced along the iron bars of his cell, his one hand running it's thin, long fingers along the metal poles.

"Drowned more like." Danny sighed.

"How's Gwen?" Connors blurted, guilt in his tone. Danny looked up, and saw the hurt and tired look in Connors' eyes. This wasn't a man who did this out of evil, it was a mistake the Lizard made, and one that Connors had to live with, like the age old tale of Jekyll and Hyde.

"She's missing."

"What? Wh-What about Peter?"

"He's missing too. I take it you know about his...other side?" Danny swirled his hand for the right words, like a spoon cradling milk against tea. Connors' scoffed and nodded.

"I do. I won't tell anyone though, not to my dying breath." Connors said gently. "I owe him that."

"He'd appreciate that. Apparently though, he's missing too. I've made some calls to old buddies to look for em, but...it's like trying to find the backing to an earring in a four acre field." Danny sighed loudly.

"The world is a big place, and that metaphor sets it in perspective." Connors nodded, sighing heavily. "No sign of them anywhere?" he asked tentatively. Danny rubbed his thumb's pad across the base of his bottom lip, sighing.

"None. God knows who took em, or where."

"No idea? No one who was interested in Peter's...abilities?" Connors' gulped. Danny shrugged, huffing loudly as his head fell into his hands, unable to help the lost pair from his cell. "Gustav Fiers." Connors' voice sounded in a quiet rasp across the hall. Danny looked up at the man's cell opposite his.

"Wait, what-who did you say?" Danny asked, standing up and pacing towards the bars. "H-How'd you know him?"

"He came to me one night, in here, telling me he was coming for Peter. I told him to leave him alone. Seems he's keen to take what Peter has." Connors sighed, shrugging. Danny's eyes bulged, darting in thought. "Do you know him? Gauging your reaction, you do."

"Yeah, I know him. He's the one who got me out of my past life, gave me my leg. Then betrayed me, killed my colleague and locked me up in here." He gripped the metal bars tight, teeth gritted. Connors' eyes widened and he licked his lips, running his thumb over the glistening bottom lip, eyes falling in deep thought. "Seems he's cleaning house, getting rid of all loose ends..." Danny grumbled.

"Fascinating." Connors mumbled.

"Yeah. We both got screwed by Fiers." Danny scoffed. "Real fascinating." Danny sarcastically oozed a venomous snarl.

"No, I got screwed by my own desires, but you...you seem to have a deeper tie to this mysterious man." Connors nodded, flicking greasy blonde hair out of his eyes.

"We go back. But...why does he want Peter's...abilities? God, I remember the days when I had a rifle and could kill my enemies with a bullet. Now they're too smart for that, they lurk in shadows, they play games, they hurt the people I love!" Danny cried out, echoing around the halls, a few prisoners down the hall barking and howling laughter and slurs at the grief stricken man.

"You would've put most of these men in here. They do not take a fancy to you, I'm afraid." Connors chuckled weakly, leaning against the bars to look at Danny. Suddenly a thump rocked the building, dust falling from the steel girders above. Danny sat bolt upright, eyes alight.

"That was an explosion. What's going on out there?" He asked, Connors' shrugging.

...

Smoke plumed up in expanding and overlapping petals of black smog, the thick soot flower rising high into the crisp blue sky atop a stem of lapping fire. Bricks cracked and shattered like brittle clay as the explosion wracked the flexing fences and crumbling walls. Alarms blared loudly in no time at all, as highly armed Ravencroft soldiers manned the catwalks, cocking high powered rifles and loading magazines into the hungry rifle magwells.

Along the long tarmac streak ahead of the gates and watch towers of Ravencroft island, heading out to the pier, a high pitch cackle shrieked devilishly through the thick black smoke, winding around the guard tower skeletal frames. Balaclava clad faces peered up through the shroud of soot, for any chance of a sight at the attacker. A loud whine of turbines whirled overhead, a green ominous glow racing through the clouds.

_"All units to the front gates, we have a siege in progress! Seal off the cell floors, keep the prisoners in check, over!"_ A loud voice echoed with Omnipotence over the entire base.

Suddenly the object in sight appear in the distance, circling the base with huge Gothic black wings, racing across the Hudson river with a trailing spray of sea foam. A sonic boom wrapped around the belly of the Glider, mingling with the satanic cackle.

"Eyes on, eyes on!" A man shouted, aiming sharply through the scope at the incoming Glider. As it neared, the Glider banked sharply to the left and flipped over into a barrel roll, the rider stood aboard it leaping off and somersaulting towards the ground, landing in a knelt position with an echoing thump. Ripples of cracking concrete rumbled out around the figure as the mechanical Goblin stood tall, feet stepping out of the eggshells of shattered tarmac.

The gates opened with a metallic chugging as two large armored SUVs, clad in matte black armor raced free of Ravencroft with roaring engines. The flatbeds at the rear of the trucks held a soldier each, the men gripping the handles of mounted miniguns, the array of barrels spinning quickly. Harry grinned as the rips of his skin spread wider, yellow teeth and black gums flaring. He reached up over his head, gauntlet sliding over his frayed and slick back hair, palm tightening around the handle of his Samurai sword. He quickly unsheathed it, the blade humming and extending, a stripe of green light glowering along the front edge of the curved blade. He spun the hilt through his fingers, the sword swirling through the air quickly, humming with a crackle.

"Samurai Goblin-thing. Put your weapons down, and kneel!"

"I kneel...to no one!" Harry roared, spinning around and throwing his sword with all his might, the green glowing blade sinking into the hood of the roaring Humvee, melting straight through the engine block and searing the front of the vehicle in half down the center, wheels bucking upwards under the wheel arches as the sliced axle scraped along the tarmac, a spray of sparks under it's belly. The vehicle slowed to a halt inches before Harry, the demonic Goblin boy pressing his armored heel against the hood to stop it.

He tore the super heated sword from the melted hood, wavy wisps of heat emanating off the blade. He spun the sword with a hum, sauntering past the wreck as the soldier on the tailgate tried desperately to aim the crumpled Minigun at him. Harry - without peering out the corner of his eye, not paying his peripheral any attention - swung the sword with a hum and sliced the Minigun's array of barrels clean off, amber glowing metal cooling in the crisp air.

The other Humvee roared towards Harry, soldier at the back squeezing his Minigun's triggers, a spray of bullets hailing down on Harry. Suddenly his Glider reappeared from the smoke swirl above, the green glowing turbines roaring. Harry's smooth and glossy armor reflected the Gothic machine. The Glider fired two missiles at the concrete before the raging Humvee, tarmac ballooning upwards in a spray of smoke, fire and cement. The force of the blast blew the Humvee up into the air off of it's wheels, engine screaming as it flipped through the air, Gravity slowly pulling the hood back down to earth, straight over Harry's head.

Harry roared and swung his blade up over his head, carving the somersaulting car clean in half down the middle, the two halves of the Humvee crashing down and sliding across the ground, sparks and blobs of melted metal splashing over the concrete. Harry stood tall and smirked as the two halves slid down the road, stopping at the start of the pier. The smirking Goblin turned to the institute, as a hail of bullets rained down on him, sprouting from flashing petals of gunfire, fresh from heated Muzzles.

The ground was a frenzy of puffing dust and splintering tarmac as bullets doused at his feet. Harry leaped up onto his Glider, cackling maniacally as he sheathed his sword on his mechanical spine. Rifles aimed upwards and sparks glistened off the tough hied of the Glider, Bullet's ricocheting and pinging off.

"Try this one!" Harry roared, demonic toned voice cracking. "Fresh from the pan, made em myself!" he cackled, throwing an overarm Grenade, the sphere of metallic orange metal swirling through the air towards them.

"Get down!" A soldier screamed, launching herself to the side - just as the grenade hit the catwalk, a massive ball of heated fire swallowing the rusted metal girders. Ravencroft's elite security cried out in horror as the Watch Tower bridge snapped and buckled, groaning forward and crashing down into the earth, but not before carving through the concrete wall, like a serrated knife on tender beef. A massive crash cried out and signaled a reign of silence, as groans and moans of pain sounded from the crumpled wreck.

Harry's Glider hovered low, dust spitting up beneath the roaring green jets. He pressed a talon fingertip to his elongated earpiece.

"I'm in." he grinned.

"Excellent work! I'm on my way. Had to grab a little something first, and set up a beautiful future for Manhattan!" The Goblin cackled raspily through the ear piece. Harry's permanent grin shifted, his skin sore from the relaxation of the grin.

"Beautiful future?"

"Oh nothing, just a quick bit of Ganali device set up on Oscorp's rooftop." The Goblin laughed nonchalantly. "_You'll see._" The Goblin sing-songed. Harry gulped, listening to the plans that would befall New York today. When night fell in hours to come, the Big Apple would be sour and rotten. "Now, stay put. I'm on my way." The Goblin ordered, Harry licking his dry split lips.

"O-Okay." He nodded, angry at Peter but not these innocent soldiers. He shook his head and his grin returned - like Jekyll and Hyde, a raging war within himself. He leaned to the left slightly and the Glider obeyed, tilting through the air, thrusters crackling.

Suddenly a sonic boom, Harry peering over his smooth metal shoulder plate. The Green Goblin himself - the mastermind behind all this arrived, his huge Gothic Glider hovering to a slow stop besides Harry, sunlight over his shoulder doing nothing to lighten his dark tones and scars. Harry snapped his eyes up off the Grinning Goblin, seeing a flock of Gliders flying down from the heavens.

One after one this array of Goblin suits and Gliders manufactured by Oscorp flew down to hover besides the Other Goblins. Empty and still skeletal Exo suits stood above the Gliders, awaiting hosts to fill the ribs of iron plating. Forty, maybe even fifty Goblin suits hovered atop unique and different Gliders. Small purple and silver ones, besides huge four winged Grenadier Gliders. Each one was built for a purpose in advanced warfare, now used to wreak havoc at the Green Goblin's command.

Harry turned his attention back to the King Goblin himself, the huge being stepping off his Glider, huge boots thudding on cracked tarmac. He removed the Bronze masked half of his face, revealing the scars and torn tissue - courtesy of Peter.

"People of Ravencroft! You all stand accused of a crime. A crime of freedom. Doing what you please, because it's human nature. Humans have always had an unquenchable thirst to be free and do what they want, when they want! Eve and the Apple, for example." The Goblin announced loudly, pacing before the army of synthetic Goblins.

"But somewhere along the timeline of man, our freedom was taken from us once again, without us even noticing. They call it law and order." He scoffed. "I call it what it is...Indoctrination. Giving up our freedom, to obtain our security. But a select few have desired to keep to human nature, to do what they want for themselves, to keep the balance in play, between law...and chaos." He gestured with his palms, towards the watching CCTV cameras, his audience deep inside. "..._You_."

"Chaos is the natural order of man, yet they try and cling to this ideology that we are somehow better, that being forced to play a part in this society will indeed make us all kindred spirits!" The Goblin laughed. "It's all bullshit. Humans want one thing. To do what they want. That induced - in their eyes, the personification of Chaos. This word...Chaos. It's exactly what humans are, yet giving it a name and definition of violence and hatred, makes it seem...well, once again in their eyes,_ inhuman_."

The Goblin turned back to the array of cameras at Ravancroft's breached gates. "It's time for all of you to give back to the world their freedom! Induce this chaos, and take back what is rightfully yours!" The Goblin roared, pressing his finger on the cracked screen of his gauntlet, activating the army of Goblin Gliders. "Make humans whole again." he grinned, as the army of Gliders took off at breakneck speed, flying deep inside Ravencroft's belly.

Harry couldn't help but smirk as he watched the army of Goblin Gliders funnel inside the facility, even if he was nervous deep within.

Within the gulag of Ravencroft, Danny clung tight to the prison bars as he watched the speeding Gliders raced through the tight halls, engines wailing as one after another of the automated Goblin suits chose a cell. The metal Goblin skeleton would rip open the bars of a cell, hover their Glider low to the ground and open up their Exo suit bellies, offering themselves to the murderer or insanity riddled psychopath.

A man clad in a baggy orange Jumpsuit yelped and kicked at the floor as a skeletal metal suit activated atop it's Glider, metal fingers gripping the bars and ripping them out of their sockets, throwing them aside to clatter loudly on the floor. The mass murderer watched through straggly long black hair as the Glider hovered inches off the ground and the suit leaned back, metal ribs opening up and locks uncapping, allowing the man access to the suit. He raised an eyebrow and peered past the Glider and suit at the other cells, hearing cheers and dark laughter as one after another of the guilty murderers and psychopaths took to leaping inside their awaiting Goblin suits.

The skeletal Exo suits closed up around their orange jumpsuits, the men and women of insanity laughing at the strength they felt in the mechanical armor, wiggling their metal capped toes, inducing the Glider wings to quiver in response. The man smirked and stood up, pacing over to his Glider and stepping up on the bladed prongs, turning to seat his heels in the boots and slide his body into the slots of the Exo suit. The suit responded by closing up around him, sealing him in. Goblin earpieces latched over his and he grinned as he tilted the Glider around, following all the others out through the massive hole in the walls, sunlight pouring through like liquid light.

One after another of the full Goblin suits flew up and out of the now empty Ravencroft. Empty bar two. Two Gliders hovered at Danny and Curt's cells, eyeless headsets on the Exo suits watching them - scanning them.

_Insufficient. _The suit monitoring Connors announced, scanning the stump of his arm. The other suit, hovering before Danny did the same.

_Insufficient. _Looking at his prosthetic leg, both suits found no need for them, and turned, leaving mechanically. Danny and Curt were shocked to say the least, having been rejected by the suits for their disabilities. Maybe their shortcomings would be their salvation.

Danny gripped the bars of his cell, looking out as far as he could to see the Criminal filled suits leaving at high speeds, engines wailing. "Shit..." Danny breathed, Connors gulping and nodding.

Outside the institute, The Goblin sauntered towards the Gliders as one after another of his army reappeared, each suit stuffed with an orange jumpsuit clad monster.

"Welcome to the league of Goblins!" The Goblin cackled, the insane murderers all laughing too, feeling their new found strength and invincibility. "Mmm, yes you'll all do nicely in bringing down this city! Tell me, how many of you are in here because of Spiderman?"

The Goblin received a chorus of angered and maniacal roars. "Mmm, yes, all victims of the masked vigilante. Well, he's nowhere to be seen. Shall we play with his stuff while he's gone? Get him all riled up for his return?" The Goblin exclaimed. He received a roar of_ "Yes!"_

"Excellent! Now there is just one thing missing from this spectacular image!" He pointed out, the Goblin suited criminals all shrugging and raising eyebrows. "A touch of green." he smirked, pressing a button on his gauntlet.

Across the city, high above the Manhattan scalp, atop Oscorp's desolate roof, the automated Ganali device the Goblin stole launched a green glowing canister high up into the sky, disappearing into the clouds on a pillar of evergreen light. Without Spiderman at home in New York, the Police just weren't quick enough to stop it.

A thunderous bang erupted over the city, and a shock wave of lime glow rippled outwards across the cloudy horizon, petals of green embers falling like snow across the entirety of New York City. Anyone out in the street - the countless millions of New York - screamed in panic as petal after petal of green light landed on their skin, soaking in. The Goblin serum was now a pathogen, spreading through Manhattan, infecting all in it's path, turning everyone it touched into Goblinesque monstrosities. Ears elongated, teeth sharpened and shattered, gums blackened, hair fell out and frayed, slick back over rash and scarred scalps. He'd done it. He'd taken down New York.

Cars screeched to a halt midst intersections, some crashing into one another as people fell from their cars, choking and writhing on the embers of lime light, seizures inducing across their bodies as they morphed into Goblin horrors. Children changed, elderly changed, the formula did not discriminate. As it flowed through the streets of Manhattan, the countless screams of millions echoed for miles.

The Goblin watched the flurry of green embers fall and sink into the skin of the Goblin suited criminals, watching them writhe and panic, their skin splitting and tinting green, their eyes bulging and glowing, their ears stretching and muscles expanding. Skin rippling, screams reigning, all of it left a smirk on the Goblin's face.

"What are you doing, we were after Peter, not all this!" Harry cried out, his Goblin grin no more. "Millions are gonna die!"

"They have a week, two tops before it'll kill them. Besides, this is how we bring Peter Parker down, right?"

"N-No, this is going too far!" Harry shouted.

"Rich coming from you. You've murdered Benefactors, Harry, hardly in the place to criticize me." The Green Goblin laughed, watching the final metamorphosis of the psychopathic Goblins before him.

"This is Genocide!" Harry roared, reaching for his sword.

"You bailing on me, Harry?" The Goblin grinned. "Too bad those suits are all coded to mine, the original." The Green Goblin cackled, pressing a button on his gauntlet, watching as Harry swung his sword, the suit locking just as the blade hummed through the air. Harry was frozen in the slicing pose. "Did I fail to mention that?"

Harry tried to move but couldn't, frozen stiff in the suit. "I hate Peter as much as you, but this? This is killing millions! You're gonna kill millions!"

"Then good old Superhero Spiderman better get here and save the day, huh?" The Goblin roared at Harry. "...And soon." He took one hard stare at Harry, the Goblin boy snarling his torn and split lips.

"I can't believe I trusted you, let you manipulate me!" Harry cried out, groaning as he tried to move the suit, still frozen in that same swinging pose, blade inches from the Goblin. The Goblin's charred Norman Osborn face smirked.

"Neither can I, but you were always gonna be easy to manipulate, just like your father. Now I have a body to use, and an army to enact upon." The Goblin sneered, turning away. "Oh!" he waggled a gloved finger at Harry. "Don't go anywhere, alright?" He laughed demonically at Harry's frozen situation.

"All of you! You all belong to me now! This is how I enact my revenge on Peter Parker! I turn his world against him." He laughed uproariously as the suits stood erect, awaiting his commands, the panting and calming down fresh Goblins still stuck within the confines of the suits, unable to free themselves from the Exo suits, a permanent grin on their faces despite their feelings. "Let's see Peter win against me now." He grinned.

...

Peter's groggy senses returned alongside his blurry vision. He was lying down, but judging by the feel of his shirt's spine bunching up and cold metal sliding up the length of his bare back, he was being dragged. He felt the tight grip on his ankles, snapping his refocusing eyes off the passing fluorescent tubes on the ceiling, like white stripes on the heart of a tarmac road.

"Err..." Peter groaned, licking his lips, tasting sweet water, as appose to the last conscious taste he felt - the tang of iron rich blood. "W-What?" he grumbled, heavy tongue falling into place and his drooping eyelids firming. The sharp ridges of his shoulder blades painfully scraped along the metal ridge of the doorway, as he was dragged through the threshold.

"Oh, come now, this is no way to treat our guest!" Peter's ears grew accustomed to the new voice in this room. "Leave him with me." His rough vocals rumbled. Peter felt the hands gripping his ankles vanish, cold air attacking the visible band of skin between baggy trousers and black socks. The two black camouflage wrapped security officers paced past Peter, giving him stern stares before venting through the doorway. The automated doors slid shut behind with a muffled thump.

Peter's head fell back against the floor with a dull thump, his right hand was so sore it...actually, why couldn't he feel it?

Peter groaned as he crunched his abdominals to sit up, gasping at the tight hot pain in his stomach. As he lifted his right hand, blood tingling in his veins, he saw it. His hand was gone, the stump now a cauterized mound of hard tissue and flesh, hidden beneath the wrapping of thick gauss. Peter began to violently hyperventilate as he clawed at the fabric, untying it and unraveling it, his yelps of shock and horror echoing as he finally saw the state of his hand.

"W-What did you do to me?!" Peter cried out, tears swimming his eyes. He eyed the man across the room, hands behind his back and a shadowy hat hiding his features.

"Kravinoff. In a violent penultimate fight atop the dam, he severed your hand from your wrist. You nearly bled out, had it not been for your...colleague."

"Gwen..." Peter breathed, gulping. "W-Where is she, is she okay?"

"It's a miracle you survived..." Gustav explained, dodging Peter's original question to his gulping horror. "But less of that...more about you." He snarled, and Peter felt a slight need to be cautious of him. Gustav stepped closer, bending down on crouched legs, the long hem of his black coat draping around his calves. "Well here he is, the Amazing Spiderman, Peter Parker."

"Wh-What...how can you-

"I've known all about you Peter Parker, since back when you were..." Gustav raised his palm, gesturing to the gap between the floor and his outstretched hand. "..._this_ big."

"Do I know you?" Peter gulped. Gustav scoffed, shaking his head.

"No. No, I worked with your father, for a long, long time." Gustav growled over his speech as he stood, aged muscles tightening. Peter's eyebrows furrowed as he thought back to the leather bound bag he'd found in the basement at home, his Father's initials engraved at the golden weaved lip. The files he'd found, the photos. One photo had stuck out the most to him. The photo of Curt Connors alongside his father. All it took was for Uncle Ben to gentle release the information on Curt's identity, and Peter's life forever changed from there on. The birth of the Lizard, the bite a spider delivered, the feeling of being bitten with Gwen, and the creation of Spiderman.

But he always found it odd that the photo of Curt and Richard was the only photo to be creased and crumpled slightly, coffee ring stain on the corner and a frayed edge down the left side. All those speculations and theories snapped and buckled as the truth landed in Peters lap, the boy cradling his stump of a right hand to his chest. Gustav stepped back from the photo he'd dropped on Peter.

"...But as you can see, your Father was not very fond of me, or my colleague, Norman." Fiers sighed, pacing around Peter, a shroud of shadow swirling around him, Peter unable to make out his features in the dull light his hat cast. Peter turned the torn section of the Polaroid over. His eyes expanded upon it.

The Black and white photo, it contained a shot of Gustav Fiers, younger and smiling, white lab coat drenching his thin shoulders, aside a younger, vibrant and well Norman Osborn. At the very edge of the frayed Polaroid, was the very minute edge of Richard's lab coat sleeve. This was the other section of that photo. The two pieces of Peter's confusing life had finally set in place, the puzzle almost complete.

"W-Wait...you and Norman, you worked with Dad?" Peter looked up, licking his lips. Gustav scoffed a raspy dark chuckle, adjusting the edge of his glasses, a passing sheen of light swiping across the pane.

"Mmm, yes, for many years we were allies. Worked on many exciting projects at the helm of Oscorp. Our most successful work though...well, you're living proof of it." Gustav nodded to Peter.

"The Spiders?"

"Mmm, indeed." Gustav cleared his throat into his fist. "They were magnificent, both Curt and Richard agreed. Norman however, he wanted to work on Cell regeneration work akin to the likes of Extremis or Decay rate algorithms, he wasn't interested in how the Spiders could one day reach that level..." Gustav chuckled dryly. "He had no patience at all..."

"The problem with Curt and your Father however, was...well, they were so narrowly limited by what they wanted to do, and what they_ could_ do! The vast quantity of endless possibilities, yet they chose to use them for a decay rate algorithm and cure all." he scoffed. "I didn't want to regrow something, I wanted to _make_ something! Something that has never been, not just replicate what has been! Seemed pointless and a waste of unlocked potential."

"You wanted what Connors wanted in the end. Something better than humans, right?" Peter dryly responded. Gustav sneered. "Something more?"

"He was obsessed with trying to make a stronger human being. The human genome is a vast map, and it's our duty to explore every edge of that map, find new ways to make the map stronger, better in every way. Oscorp, the press, they called us mad scientists, mocked us for our ideas." Gustav bent down to Peter again, removing his hat, slick back silver hair and aged leathery pale skin, wrinkled and weathered with years of hardship. "Then your Father bred the spiders."

"I know. Connors - Connors told me about it. It was all so promising, right?" Peter licked his lips, shrugging, trying to avoid Gustav's flaring bright eyes. Gustav chuckled, nodding.

"Exactly. Connors and Richard, they dreamed of building a better world, but what they didn't realize is that the old one has to be torn down first. They wanted to save millions, but for how long? How long would their work save them, before the next genetic catastrophic arose? Humans have always been this way. Like the Hydra, you destroy one disease, and two more take it's place."

"So what did you want to do with the Spiders?" Peter asked. Gustav simply raising his finger over the top of gripped hat, pointing at Peter.

"Look in the mirror, _Spiderman_." He smirked. "You are exactly what I had in mind. Granted, yes, the inclusion of web shooting devices and sticking to walls wasn't in my dream, but alas, what your cells are capable of doing enticed me. So, I became obsessed with the idea of the super healing human. Impervious to all diseases, without having to get ill at all!"

"What-"

"Their work was a way to fight _once_ diseased, not before. Well my idea meant the battle was won before it even begun! Tell me, when did you last have a cold?" Gustav asked. Peter licked his lips, worrying his bottom one in thought.

"Erm...li-like a few months ago, why?"

"Before the Spider bit you, correct?" Gustav sneered. Peter gulped, nodding. "See? You're one of the only humans in existence to have an immune system as strong as this! To fend off any pathogen, any illness, before it has even had a chance to sink its fangs into the host. Why fight the enemy after it's breached the Homefront gates, when you can stop them before they've even had a chance to knock?" he smirked.

Peter looked down at his wrist, grumbling to himself. Gustav cleared his throat. "Your Father was a visionary, but his visions were shortsighted. He acquitted himself with the knowledge of all he had worked on, all he had achieved, and yet held back from the world the true potential his achievements held." Gustav looked down at Peter. "He was as useful to himself as an anchor to a man in the sea without a boat. Richard Parker denied the world this power, and so he had to be...thwarted." Gustav sighed heavily.

Peter's eyes snapped up at him, realization slapping him in the face like an ice cold, numbing bullwhip. "Y-You..you killed him? Mom too?"

"I did." Gustav looked down his nose at Peter, voice heavy with unseen weight. "And not a day goes by that I do not regret it in every way. He was my friend, my colleague, in some ways a mentor. Curt was obsessed with wanting to repair human bodies, to better humanity. Norman was obsessed with bettering humanity's abilities of organ regeneration."

"You killed my family." Peter snarled. Gustav sighed, rubbing his brow.

"...It's time to be honest with you, Peter." Fiers groaned, bending down to Peter. "Your blood is what I'm after. The death of your Father was supposed to open all the doors I needed to perfect humanity to the next level. Instead it locked them. With his death, all his research miraculously vanished...that is until you came back into the picture years later."

"Wh-What?" Peter asked, still feeling his tongue lead heavy over emotion. The killer of his parents stood inches from him.

"Your Father hid his work in the one place - the one place, where nobody would ever find it." Gustav explained, prodding Peter's collarbone. "_You._ The tetanus shots he gave to you at Oscorp all those years ago? They weren't Tetanus jabs, they were vials of his life's work, hidden in his other life's work. Ingenious. Explains how you survived the Spider bite."

"...But, see...I've come too far now to walk away. I need your blood, yes...but I also need your Fathers research."

"I-I-I don't know what you're talking about..." Peter gulped.

"Yes you do. If he hid the work itself in you, then I find it impossible to believe that he'd hide the written formulas anywhere else." Gustav knelt closer. "Where is the formula for your Father's algorithm?"

"I don't have it." Peter snapped. Gustav chuckled, shaking his head. He suddenly latched a cold metal hook around Peter's ankles, startling the boy. A steel cable began to wind, raveling up across the floor. Suddenly Peter was hoisted up into the air, suspended by his ankles. He yelped and swung back and forth, his spine bouncing off the cold, hard wall, forcing a loud cry to gasp from his lips.

The pendulous movements of Peter's upside down swing evened out, his arms falling to the floor below his head, knuckles rubbing along the tiling.

"For my plan to succeed...I need to sweep my chessboard clean." Gustav rubbed a cooling lotion over his dry and aged hands. He wiped them clean on a cloth, picking up a needle from a chrome gurney.

"Y-You won't win." Peter groaned, groggy.

"I've already taken samples of your blood, Peter, I have no more need of you, and the less loose ends to my plan the better. Thank you for dispatching Kravinoff for me. With that savage out of the picture, my future is closer and closer to being set in stone." Gustav flicked the head of the needle, Peter eyeing the orange fluid within it.

"Y-You can't...my blood, it'll-

"Oh I know how dangerous the concoction could be. I need your Father's original written algorithms to successfully separate the formula from your blood cells. That is all that's stopping me from giving this gift to mankind."

"What are you planning?! _Who are_ _you_?!" Peter screamed as Gustav put his hat on, adjusting his coat collar.

"Me? I'm Gustav Fiers, my dear boy..." He pressed the tip of the needle to Peter's blood thumping vein. "And this is goodbye. I wonder..." He injected the liquid into Peter's body. "Will this dose of Extremis heal you..." He gestured to Peter's stump, seeing it begin to glow fiery orange, his bones visible against the internal amber glow, skin appearing translucent. Peter groaned and screamed in agony, as the Extremis formula tore through his body, setting his nerve endings alight with searing pain.

"...Or will it kill you?"

Peter screamed and writhed from the chains, swaying as his right wrist bulged and expanded, fingers and thumb beginning to form from the lava-like mound of light.

"At least you'll die in one piece...or is it, in peace? I always get the two confused." Gustav chuckled darkly. "Hope Gwendolyne's okay, don't you?"

"_Fiers_!" Peter cried out in agony, his veins glowing white hot beneath amber searing skin. Gustav tilted his hat, walking out the door like a silky shadow.

"Goodbye, Peter Parker. Give your Father my apologies, and regards..."

* * *

**Author's Notes: And we are back in business. Peter and Gwen better hurry if they are gonna survive and save not only New York from the Goblin, but the world from Gustav! Hope you all enjoyed this kick back into the story. Take care my fellow fans, and stay safe out there! Love you all, and don't forget to review, telling me what you think and maybe where you'd like to see this story go. See you all next time! - Dave**


	32. Vow for Revenge

**Author's Notes: Hey all! I'm back, and this time I mean it! A lot of hard times hit me recently and it was all really hard to write, to find the motivation. Anyways, I'm back and this story is ready to be concluded! The Final fight is on the Horizon, and Gwen and Peter are in it together, so lets dive straight in! - Dave.**

* * *

**Chapter Thirty Two: Vow for Revenge**

**...**

_"We err...we interrupt this programming schedule to bring you all breaking news. N-New York city is...it's...N-New York City has been attacked in what can only be described as a biological terrorist campaign. It appears that the thought dead Green Goblin is still quite at large, having raised an army of massive proportions...t-taking Manhattan for his own. _

_No news has left New York City since it went dark on all radio frequencies. All the bridges in and out of Manhattan have been either barricaded or destroyed by the Goblin forces. Radiation levels are high in Manhattan, and a constant rain of biochemical green embers has made it impossible for anyone to get in or out. As of right now, Manhattan has been declared a no go zone, quarantined until further notice. _

_If any-anyone inside of Manhattan is still unchanged by the chemical weapon, then our thoughts and hopes go out to you. United States Naval forces are on their way to Manhattan, along with US Airforce._

_B-Before we go off air...we received a video message from the umm...whew, from the Goblin himself. Warning, the following video is graphic and not for the faint hearted."_

The Goblin's grotesque face fizzed into view as the thousands of blurry pixels sunk into place, forming his grinning image. The hand held camera footage was shaky and sometimes out of focus, the audio crackling and muffling as he handled the camera himself.

_"Hello dear world. Like what I've done with Manhattan? Mmm, I know, the Big Apple's looking sweet, right? Okay...down to business. New York belongs to me now, and if any military forces of any kind even set eyes on this city, I will unleash this biological weapon on whatever city I see fit. Do not test me, or millions will die!_

_Oh...and this message goes out to Spiderman directly..."_ The Goblin leaned closer to the camera, his destroyed appearance filling every corner of the lens. "_Come on home buddy, we've got some catching up to do! Oh, and every day you ignore me and stay on Holiday...well, people will die. Trust me, I'm a Man of my word!"_

_..._

_Two weeks later._

Peter groaned and peeled his heavy lids open, eyes aching as blood rushed to fill his skull. Still hanging upside down, bulging veins straining at his skin, he looked over at his sweat drenched right hand. There it was, regrown as if it had never been removed with a slash of Kukri blade. He wiggle his fingers, and they twitched, reacting to every signal his nerves sent. He balled his hand into a fist and looked up at his ankles, swaying from shackles. His baggy T-shirt had fallen and bunched around his chin.

With new found strength, Peter crunched his abs and vaulted his arms up, grabbing the clinking chains. A loud sigh of relief filled his lungs. For the past two weeks, he'd been in and out of consciousness, left to rot in this tiny room at the base of Oscorp's secrets. He was thin, pale, muscle mass having decayed slightly from dehydration and starvation. A thick stubble of brownish hair had massed at his jawline and upper lip.

Peter groaned and tugged at the chains, finding no give in them. He grit his dentures and hissed, thin and lean muscles tightening. He growled and his strength failed, slippery fingers failing and sending him sprawling back out towards the floor. His longer hair brushed the floor as he swung, tired and beaten. He panted and whined as his muscles spasmed with pulsing lactic acid.

Suddenly the door opened with a swish. A doctor walked in with a billowing white lab coat, so similar to the white lab coat Gwen used to wear at work, when he first really talked to her - and when he almost got her in trouble. The doctor walked around the lab ignoring the upside down teen.

"H-Hey." Peter managed. The male looked up over his glasses, bald scalp gleaming in the light.

"Yes?" he seemed peeved. Peter blinked hard and licked his dry lips.

"Wa-Water..." Peter panted. The doctor scoffed and shook his head, returning to looking over his notes on Biochemical antigens.

"You're lucky to be alive. Once Mr Fiers gets word that the blood samples are clean and good to use, we'll have no more use of keeping you around." The Doctor stated bluntly. "You're a blood bank right about now, that's all." he shrugged.

"Then why'd he try to kill me with Ex-Extremis weeks ago?" Peter groaned, looking at his hand. "Why?"

"Oh that? Hah, yes, that was a play on your fears. Let you believe you were going to die, take all hope, so that you knew who was _really_ in charge." The Doctor scoffed. "He was never going to kill you, not until he was sure the blood samples were acceptable. Doesn't mean he can't bring you to the brink of death, to really make you feel true fear. Like I said, you're a blood bank, that's it."

"You...are a dead man." Peter spat, eyes flaring, bloodshot and dilated. The Doctor scoffed and shook his head. "I-I mean it. I killed the Goblin, I can easily kill you." Peter panted, tired and dry mouthed.

"Oh? The same Goblin who's taken over Manhattan and turned it's people into an army of raging psychopaths?" The Doctor laughed incredulously and sarcastically. "Nice work."

Peter's eyes bulged and his heart ran cold as the news ripped through him like a white hot bolt. His head fell back towards the floor below his ruffled and overgrown locks. His lips quivered. "Y-You're lying." He breathed, sucking in a sharp gasp.

"Am I? Well, I do suppose you haven't been up to date with the news, have you?" The Doctor smirked, Peter flaring his upside down teeth. "Well, two weeks ago, on live television, the Goblin made his second debut, his rebirth. After using the Ganali device prototype he acquired from the Manhattan tower, he unleashed a pathogen across New York, turning anyone in the streets into..well, Goblins." he shrugged. Peter blinked his hot tears away - hard to do while restrained upside down, pooling on the tips of his eyelashes.

"N-No...No, he's dead." Peter growled, hissing to himself, rethinking everything as fiery hot and itchy tears dripped from his eyes to the floor. "He's dead?" Peter looked up at the inverted Doctor before him, blood rushing into his head. His heart ached as the Doctor nodded, turning back to his clipboard.

"Anyway, I was told not to speak to you, and I'd rather not lose my bonus this year." He trailed off into a mumble, completely forgetting Peter existed as the boy swung behind him from chains. He ignored the painful sobs of a grief stricken boy, miles from home and unsure if his very small remaining family was alive.

Peter shut his eyes tight and bit his bottom lip, when he heard the door open with a mechanized swish. Peter blinked bleary eyes and looked over at the pneumatic hiss, seeing a nurse stood in the doorway, tightly tied ponytail of ivory blonde hair behind her porcelain nape. She had a chrome tray of needles and syringes in her grip, dressed head to toe in gleaming sterile white, an elastic white mask over her nose and mouth.

Peter groaned and shut his eyes, lulling his head back to the floor, defeatist in his weary heart. This was obviously his end by euthanasia. Peter just wished, he wished so badly that he knew where his wonderful Gwen was, and if she was safe. Oh, Gwen...

"Mmm? Can I help?" The male Doctor asked as the Nurse walked in, emerald eyes locking on his.

"I've been ordered to...umm, put our guest to sleep." She nodded, her voice husky and raspy. Peter raised an eyebrow and peeled his eyelid open.

"Ah, Gustav has no more need of him?" The Doctor chuckled, the blonde Nurse nodding. "Good, he's been driving me insane." The blunt and aggressive Doctor snapped at Peter's direction, discarding a life like it was dirt on his boot. She clicked her concealed tongue and rolled her green eyes, padding over to Peter. He grumbled and lulled his forehead back down to the floor, revealing his bobbing and spasming Adam's Apple.

The Nurse set the tray down and flicked a needle and syringe, the blue liquid inside sloshing. Peter blinked and quivered his lips, his death imminent.

"Wait, wait, please, please!" Peter begged brokenly as the Nurse's green eyes locked warmly on his. "Wh-Where's Gwen? I-Is she okay? Is she safe? Please let me know, please..." He pleaded with all his aching heart. Her eyes widened slightly, seeing all the hurt flooding out of this boy's swimming chestnut eyes.

The Nurse unhooked the elastic strap from around her ear and peeled the white mask off her face. "I'm fine, silly." Gwen beamed at him. Peter's eyes bolstered wide and a tearful, face splitting grin spread across his features.

"Gwen! Gwen, you're okay! Oh, you're okay!" He shouted, laughing hysterically. Gwen shushed him repeatedly and slapped her palm over his mouth.

"Shh!" She whispered to his crazed mumblings. His eyes were still blown wide on her, all his happy questions evident in his huge chestnut irises. "I'm fine, okay, Bugboy. Now shush, There's no time to explain." She trailed off, peering over her shoulder at the adjacent Doctor across the room, writing chemical formulas on his clipboard. Gwen picked up the syringe of blue liquid and stood up, winking her big green eyes at Peter. He gleamed and nodded, wriggling in his chains.

"Have you put him out of his misery yet, I really need to get on with this in priv-

Gwen sunk the syringe into his neck, grimacing the whole time as the man squirmed and batted at the needle. "Eeh, I'm sorry, I'm sorry, but you were being really rude and you _do_ work for an evil corporation so I'm not really sorry, but still I'm sorry!" Gwen blurted in a speedy sentence. The blue liquid fed into his veins and it didn't take long before his eyes closed and he fell to the floor unconscious. His body slapped against the sterile tiling, and Gwen and Peter were finally alone. "Ah...whew." Gwen wiped her golden fringe with her wrist.

"Gwen!" Peter cheered, wiggling back and forth from his chains. She gave a goofy chuckle and paced back to him, unhooking the chains from his feet. He dropped to the floor with a thud and groaned, spreading and stretching his limbs on the white floor. Gwen laughed at him, looking over her sprawled out Boyfriend.

"Need a minute there, Peter?" She crossed her arms, chuckling. He rolled over and stood up on weak and shaky legs, wrapping his lithe arms around her frame, hugging her tightly.

"You're okay! You're okay!" He laughed hysterically, kissing her cheek, her neck, the edge of her lips.

"Mmm, and you have two hands?!" She raised an eyebrow, quirking her lips. Peter seemed taken back by her question, but realized. The last time she saw him, he was in a near death state, thanks to Kraven. He laughed breathlessly, nodding at his two hands, both dirty skin with veiny roots across the back of each palm.

"Yeah, I do...Gwen-"

"Peter, honey, honestly, I'd love to sit and talk with you, but we've got to go." She whined, bouncing nervously on the spot, looking over at the door frame. She chewed her lip and wriggled her hands. "That formula was really diluted and he's gonna wake up soon!" Gwen looked at the Doctor on the floor.

"Yeah, okay." Peter nodded, picking up the metal chains that had been his captor for two weeks, that had left thick lines of red and purple bruises against his rubbed raw skin. He coiled a short length of the chains around his knuckles, throwing the rest of the chain links over his shoulder. "I'm with you."

"Good." She smirked, winking at him. Gwen trotted over to the control console and began typing at the keyboard - after throwing the unconscious Doctor's clipboard over her shoulder. She growled and grumbled something, shaking her head. Peter tilted his head and stepped closer, curious.

"Gwen? You okay?" he asked, picking up the clipboard. He scanned across the notes, but nothing particularly raised his senses, nothing on it seemed bad at all, just algorithm data.

"No." She sighed, dropping her shoulders, looking at him sympathetically "Peter, I'll explain later, okay?" She said softly, pulling a small flash drive from the console, sticking it in her coat pocket. "But this is our best and last chance at getting the hell out of this place."

"What d'ya mean?" Peter asked, voice creaking. "Gwen, you're worrying me right now." he stroked her upper arms. Gwen smiled sweetly and stepped closer. Without so much as a pause she tugged him closer, enveloping her plump warm lips around his, both moaning with desire and content, feeling the warmth and taste of one another for the first time in two weeks. She peeled off his lips, both panting.

"Don't worry so much, okay?" Gwen whispered against his cheek. "We're going home."

"How?" Peter asked.

"I managed to contact my Uncle Danny. He's coming to get us!" She bounced, beaming at him, yet her eyes betrayed her. She sucked on her bottom lip, trying to stop the quake in her jaw. Her big emotive eyes welled.

"Gwen..."

"I-It's Gustav, I think I know what he's going to do with your blood, and i-it's sick!" she shouted, disgust in her shaky voice.

"What d'ya mean?" Peter asked. "What's he going to do?" Gwen looked through her tears at him and bit her lip, about to speak, the porcelain skin around her firmly pressed lips quivering. "He said something about giving this gift - my blood to mankind, but Gwen, what did he mean?!"

"He's-"

"YOU TWO!" A booming voice roared from the doorway. The two teens looked over at the open double doors, seeing an armed security guard aiming a pistol at them. "Put down the data chip and put your hands on your heads!" the man roared, stepping into the room.

Gwen stuck her tongue in her cheek, looking up at Peter wryly. Peter looked back at her, and shrugged. Gwen shrugged too, looking back at the guard.

"Yeah, I'm so sorry, I don't know why I took it, I'm usually a well behaved girl." Gwen over exaggeratedly apologized, pacing towards the guard with the flash drive in her hands. Peter knew she was playing her strongest card, and he couldn't help but try and hide his grin, because it was Gwen's puppy dog eyes routine. "Uh, here."

She offered it to the guard, batting her eyelashes, her voice smooth as smoke. As the guard sighed and went to grab the device, Gwen closed her fist around it and threw her leg up and forward, kicking him in the gut. He groaned and dropped to his knees, to which she just tutted and pushed her index finger against his forehead, making him slowly pivot and fall back with a sterile slap.

"Come on Peter." Gwen said, stepping over the guard, but not before taking his ID badge to get through the checkpoints. Peter nodded and followed, chains in his grip jingling. He caught up with her in the hall. While Gwen was pacing very quickly, she peered back at him, laughing slightly. "Yeah umm, Why have you got those chains?"

"Oh, well, I don't have my web shooters and-

"Freeze!" A security officer in black stepped out before them, startling Gwen. Peter whipped the chains at him, using them as webs to wrap around his waist and pull him sharply into a colliding fist. The man fell to the floor with a collateral thud, sprawled out beneath them. Gwen nodded, pursing her lips thoughtfully.

"Nice. Clever. Inspired, really." Gwen awarded, Peter shrugging his thanks. "Shall we go?" She tilted her head to him.

"Yep, right behind you...Nurse Stacy." He grinned as she rolled her eyes at her white lab coat disguise. "So...how'd you escape and...you know, dress up as a nurse without getting caught?" he walked beside her down the hall, eyes flitting from every doorway to another, every flash of light or glint of shadow. "Two weeks and I thought the worse."

"Ah. Yeah, that's an interesting story." Gwen licked her lips, bobbing her head. "So...they took me down to the morgue to umm..." She gulped and shuddered, Peter stroking her soft nape when they came to a stop at a junction in the hallway.

"It's okay, you don't have to remember that part." He quirked his lips into a nervous smile. She smiled and wrapped her hand around his wrist, stroking her thumb up it's length.

"Thanks. Uhhh, so yeah, when they tried to...do things, I felt the same feeling I had when I...when I killed Kraven." Gwen blinked, eyes downcast. Peter's eyes widened on her. Gwen peered up through her fringe. "I killed him Peter, o-on the Dam. I took a life that day."

"Oh, Gwen." Peter cupped the sides of her porcelain face. "I'm so sorry."

"Don't be. I...I did what I had to do, and I'll just have to live with it." Gwen thoughtfully took in every syllable as she spoke it, her shoulders shrugging. She blew out a loud huff. "Besides, we're getting off topic. The point is that the same fight or flight feeling I felt with Kraven kicked in when I was in the morgue. I fought off the guards, maybe knocked them out."

"Gwen, you naughty girl." Peter grinned weakly to try and cheer up her uncharacteristic phlegmatic and matter-of-factly manor towards violence. She has always been so beautifully level headed, so focused and even hard headed towards any kind of obstacle or problem in her life. But those problems were things like solving algorithms and putting up with her annoying brothers and boyfriend. Now she's been thrust into a world where she needs to kill or be killed, where the problems she needs to solve involve the lives of millions. He didn't want his vibrant and cheery Gwen to go dark and cold on him.

"I am, I know." She chuckled sarcastically. "Spidey senses saved my life down there, so thank you for those." she clicked her tongue and grinned at him. "I got out of there and hid in the medical wing...in a locker to be precise. That's when I overheard what Gustav is planning."

"What is he planning, Gwen?" Peter blurted, slight panic in his tone. The look of horror on her face every time she mentioned Gustav was call enough to worry. Gwen bit her lip and looked at her feet. "Gwen, please. I need to know."

She looked up at him, bouncing on her toes. Suddenly they heard a door down the hall open loudly, followed by what sounded like a scuffle. Peter and Gwen's high tensile senses caught on in milliseconds, eyes trained on where the sounds were originating.

"Grrah!" A gruff male voice shouted, followed by a loud kick. Gwen and Peter watched as an Oscorp soldier's body flew through the air, colliding with the hallway wall, sinking into the plaster like it was wet sand. Dust and split paint chipped and peeled around the unconscious body. Still the sounds of combat cried from the unseen doorway down the hall.

Finally another Oscorp soldier staggered out from the door, spitting blood on the sterile floor, polished boots squeaking. It was when that man threw up his guard did they see the storming assailant come barreling out of the room. He was clad head to toe in black body armor plating, head hidden in a jet black helmet, rucksack on his back. The Oscorp soldier threw a bare fisted punch, scraping off the cool and hard metal of the helmet. He hissed and clutched his now broken hand, as the assailant grabbed his collar and threw him up above his head. Without a pause, he slammed the soldier straight back down, burying him in the sterile tiling with a massive crash. The fluorescent tubes on the ceiling blinked on impact and the flooring rippled around his body.

The helmeted figure panted, metallic breath from behind the ventilator. "Stay down. Bitch." He huffed, standing up with a mechanized whir. He peered down the hall, optics widening on the blonde and the brunette. "Gwen?! Peter?!" He shouted, pacing towards them. Gwen was nervous, so was Peter, but judging by the gentleness in the mechanized man's voice, he was a friend.

"Uncle Danny?" She asked skeptically. The man pressed two pressure plates at the base of his jaw, above his pulse, and the helmet hissed, intricate plates sliding apart and folding back into the collar piece. Tubing and filters followed along the contour of his jawline and folded into the dip between collar bone plates, revealing the relieved smile of Daniel Lugo.

"Hey kids." He sighed contently, wrapping Gwen in a hug. "Ah, thank god you're okay." He quickly reeled out of the hug, eyes scanning his niece. His gloved hands ran up and down her upper arms. "You are okay, aren't you?"

"Yeah, yeah we're okay." Gwen nodded, sighing with relief. "Well, that's an exaggeration." she chuckled weakly, rubbing an itch on her temple. "No, we're tired, scared and just want to go home." she shrugged, licking her lips.

"Going home...might be difficult." Danny sighed, looking into the sudden bright and glassy glint of Gwen's emotive eyes. So many questions lapping withing those emerald irises. She pursed her lips to speak, confused. "I'll explain on the way, come on." Danny motioned to the hall behind him. Gwen and Peter gravelly nodded and gulped, following him.

"About two weeks ago, Manhattan was overthrown...attacked with biological agents..." Danny explained, sidestepping a tiled corner. Gwen and Peter both listened with adrenaline thumping in their ears. "...The person responsible?" Danny sighed loudly, turning to face Peter head on. "...The Goblin." He stated, watching as Peter froze, chestnut eyes widening to full circles - and Gwen's weren't far off the same size from hearing the news.

"It _can't_ be true, Wh...N-No, no cos I-I - Spiderman killed him." Peter corrected.

"I know you're Spiderman, Peter." Danny stated with a wry smile. Peter froze, watching Danny's shoulders sag as he began to explain. "It became my obsession, trying to figure out who Spiderman was, so that I could bring him in...find out for certain what happened to George and get closure." Danny pinched his brow. "I was obsessed with it, to the point where I was dangerous and...a goddamn traitor."

"What?" Gwen licked her lips, heart hammering. "Wh-What do you mean?"

"I made a deal with the Goblin to bring down Spiderman." Danny blurted, feeling the heavy weight on his heart peel away - though it still hurt when Gwen's eyes watered with betrayal. "...ages ago, I gave him information from the police...we organised a way to bring him in without hurting him. Course now I realize it was all a lie...the Goblin manipulated me, so that I'd give him what he needed. I thought that if I could arrest Spiderman...the deal was that I'd get a way to regrow my leg, and it'd give me closure to see the last person involved in the Oscorp tower fight-"

"Punished?!" Gwen snapped. "Peter tried to _save_ my Dad, he had _nothing_ to do with his death!"

"I know that now. I was a fool back then." Danny shrugged. Gwen shook her head and stepped back, closer to Peter. "It killed me to see Spiderman living free of all consequences, to be the only one to walk away from that Tower unscathed."

"Oh he didn't, believe me. He was haunted by my Dad for months, hell he still is, right Peter?" Gwen looked at him. Peter licked his lips and looked down, nodding. "So don't you dare say that he left unscathed!"

"Gwen. I was wrong." Danny sighed, beaten. "I'm not trying to hurt Peter anymore, I don't believe the Goblin at all..." he bit his lip. "I know it's too late to try and make amends for the horrors I've done, believe me, I know." He nodded to her. "My life is one long line of fuck ups, of goddamn mistakes, and I have to live with those mistakes _everyday._ But no matter what you think of me - both of you - I _will_ help you, and I will not see my next mistake cost both of you your lives. Because at the end of the day, you are my niece, and you are the man she loves, and I will give my life to see you happy, Gwen." Danny explained to her, stoic in his voice.

"You still caused Peter a lot of grief, grief he didn't need when that maniacal Goblin was running amok." Gwen growled. Danny nodded and clapped his tongue against the inside of his bottom lip. He turned around, his helmet forming over his head, intricate plates sliding up and over his scalp, locking into place around the mirrored visor.

"Follow me and let's go." Danny stated. He pulled his sidearm from his thigh holster, pacing down the corridor from which he came. Gwen snarled and shook her head, only the soothing touch of Peter's hand on her upper arm calming her.

"Grr, can you believe that?!" She whispered loudly at Peter. He sighed and nodded, shrugging. "What-What does _this_ mean?" She shrugged, mimicking him.

"I think it's in the past and we have bigger things to worry about right now." Peter stated boldly, Gwen shrinking under his gaze. She bit her bottom lip and nodded. "Come on, I wanna get back home, cos if what Danny and that Doctor said is true..." Peter looked back at Gwen solemnly. "...Then Manhattan needs us more than ever."

...

"Oh isn't it magnificent?!" The Green Goblin laughed maniacally, arms outstretched as he paced across Oscorp Tower's rooftop. Staggering behind him with a severely sore limp, Helen Stacy looked up through her bloodied blonde fringe. Her navy eyes were outlined with heavy bags and in the case of the left one, a swollen purple bruise. She licked her cut lip and hissed as she limped forward, across the hexagonal shadows that Oscorp Tower's scalp cast. Her beige cardigan was torn and frayed at the shoulder, revealing red stained porcelain skin.

She stepped closer to the Goblin, wishing she had something sharp to end his reign. All thoughts of violence vanished though when she peered up at the view of New York City.

Thick pillars of jet black smoke rose from skyscrapers and alleyways, all across Manhattan. Like Wasps around a buzzing nest, Goblin Gliders and maniacal riders fly around Oscorp Tower's prowess. Silence reigned supreme over the City as the Goblin now controlled everything, only the caw of wailing Glider Turbines. Helen watched and flinched as a duo of green glowing Gliders raced overhead on trails of silver vapor, cackling laughter coming from atop them. She snarled and looked up at the Green Goblin himself beside her.

"Wh-What you've done to this city is...is..."

"Amazing? transcendent?" The Goblin chuckled beneath his heavy black hood, masking his destroyed face. Helen stood up tall, hiding her gasp at the green scars that ate almost all of the Goblin's face. He grinned at her bravado.

"My Husband's turning in his grave." She snapped, spitting a thick glob of saliva on the charred and melted segment of the Goblin's chest piece.

The Goblin chuckled and shook his head, the black cloth of his hood swaying and billowing in the breeze. He traced his mechanized fingers across the scorch hole of his chest piece, and Helen looked up at his green hue eyes.

"All this?" She scoffed. "You're living on borrowed time." Helen flicked her blonde locks out of her eyes.

"Tell me. Aside from your escapee sons...Your daughter...the one I tried to kill..." He grinned as Helen snarled aggressively at his words. She sniffed and looked down over the edge of Oscorp Tower's lip, the empty streets below filled with abandoned cars. "Gwen...Where is she now?"

"Safe...away from here." Helen snapped at him, fire in her voice. The Goblin turned his huge shoulders, mechanized whirs echoing within as melted plates and charred flesh overlapped. He flicked her saliva off his talon fingertips.

"...Mmm." The Goblin nodded, pacing back across Oscorp Tower. He lifted the bulky gauntlet on his right arm and tapped at the cracked screen. "Mr Osborn, do come down here, please!" The Goblin exclaimed.

Then with a loud whir and scream of wailing turbines, a black streamlined Glider descended, green flames crackling from stainless steel ports beneath the belly of the Glider. Harry stepped off the Glider with a crack of concrete, the smooth contours of his black glossy armor glistening in the early morning light. Helen hugged her upper arms and breathed heavily, a cloud of cold fog venting from her lips.

Harry's eyes were cold and vacant, bright green as the control module in the suit kept him under the Goblin's control. The Goblin held out his right hand. "Your sword, if you will." Without even a second thought or a single emotion to convey the decision, Harry handed over his green humming Katana, sliding it from the scabbard on his back. "Ah...excellent." The Green Goblin cackled as Harry handed the sword to him. The Green Goblin chuckled and pressed his index finger to his forearm gauntlet. Harry suddenly stood erect and paced back to the Glider as the Goblin manipulated him with every step.

Helen gulped and stepped back as the Goblin's mechanical legs stomped in her direction. He swung the sword and it hummed through the crisp air. "I know, I know, I am the puppet master." The Goblin laughed, shattered teeth grin splitting his torn face. "It's fun, you know, being in control of all...this." He held his huge arms out, gesturing to everything the light touched, everything the eye could behold. Helen sniffed and sighed loudly, blinking her tears.

"Just...get it over with." She blew out a breath, the brave woman turning to face the edge of Oscorp Tower. "...At least I'll see George again." She whimpered to herself, closing her eyes tight, feeling the hot stinging tears drip off her eyelashes and descend to the earth hundreds of feet below. The cold wind barraged her skin and lashed at her whipping hair.

The Goblin sighed and nodded to the sword, gripping the Katana's handle in both hands. He paced closer till he was stood right behind her. Helen shuddered and bit her lip to stifle the whimper. She heard the sword hum near her ear and felt the warmth the blade emanated against her skin, making her knees buckle with fear. She bit her lip tighter and tried to fill her mind with images of her children, of her family.

Hold on tight to those thoughts, Helen." The Goblin snarled, raising the sword up over his shoulder, ready to deliver the final swing. "Let images of your children whisk you away, and know that Peter Parker's cowardly heart caused your demise."

Helen sobbed and did just that, hanging onto those thoughts and memories, ignoring the Goblin's taunts. The Goblin nodded and gripped the sword hilt tighter, tensing his elbows.

"I love you my babies." Helen sniffed, accepting death. "And I know you're going to achieve wonders!"

"And _they_ love _you_." The Goblin snarled, swinging the blade sharply, a loud hum wailing across the air. Helen's body dropped to her knees. The Goblin dropped the sword with a loud clang, pacing over to her body. He grabbed a fistful of her hair and lifted her head. "Next time I won't miss. Next time, I _will_ kill you, Helen Stacy!" he snarled as she sobbed, letting go of her hair aggressively. Helen fell to the floor, hugging her knees and letting the chocking gasps and gagging sobs wrack her body. The Goblin had played his cruelest hand. He'd gotten her ready to accept death...then taken it away.

The Goblin picked up the sword and threw it to Harry, the mechanical coated boy grabbing it and sheathing it under his command. "Oh...and next time...you'll have to watch old Aunt May go first." He grinned. "I am a man of my word, after all!" He laughed maniacally, pacing back towards the rooftop fire exit.

...

"Here we are, come on, hurry!" Danny whispered loudly as he barreled around the tiled corner of a hallway, peering out the wall of glistening glass to his left. Just outside the window panes was the Landing pad, housing a Navy grey Helicopter. Gwen and Peter caught up to him in no time, snapping their eyes to their getaway vehicle.

"How'd you get access to that?" Gwen raised an eyebrow at Danny. He stopped and peered back at her, his helmet peeling open like the petals of a flower, revealing his head within.

"A lot has changed since New York fell. Only a few people made it out before the Goblin sealed off the city. Those that did came together to form Sentinel, a resistance group to fight back against the Goblin's control. We've been hiding in the shadows...till now that is." Danny nodded to Gwen and Peter. "Gwen, when you managed to make contact with me...god, I haven't been so relieved in years." Danny smiled at the blonde. "We managed to trace the call here, to New Guinea-"

"New Guinea! I told you it was New Guinea!" Gwen suddenly blurted loudly at Peter. Her proud smile faltered at Danny and Peter's confused glares. "Right...not important right now." She mumbled bashfully. "Continue."

"So I tracked the call...borrowed one of the Navy's Helicopters-"

"Wh-What? The Navy?" Peter asked. Danny nodded.

"Kid, the whole damn fleet is surrounding Manhattan as we speak. What the Goblin's done...it's an act of terrorism, hell, even war!" Danny exclaimed. Peter gulped and nodded, licking his lips nervously. They had no idea what to expect of the state of their home. "You really think they're gonna leave it in the hands of some superhero?"

"Danny...Wh-What's New York like? I mean, what condition is it...a-are the people okay?" Peter pleaded, his chestnut eyes shimmering as he swallowed a tremor in his voice. Danny sighed and shrugged his shoulders.

"It's not good, kid. He came out of nowhere, freed everyone from Ravencroft penitentiary. He gave all those lunatics Gliders and mechanized Exo suits - like him. Then he unleashed a biological agent across the city..." Danny pinched his brow. "Within an hour, people were screaming...their skin was burning and turning green...He turned Manhattan into a city of Goblins."

Peter's fists trembled at his sides, his chiseled jaw trembling as he bit his bottom lip. Gwen stood wide eyed as she listened, gulping. Peter nodded with a sniff, sharply shaking his head as he took in the information.

"Look, we've got to go now. Kid...we need you, need you both." Danny stepped closer to get Peter's attention. "The US army and the Navy may not see it, but...We _need_ Spiderman." He smiled lightly. Peter snarled and nodded.

"I'll kill him, I swear." Peter panted, storming past Danny towards the Landing pad exit, cool fresh air leaking through the open doors. Gwen sighed and drooped her shoulders, following suit. Danny nodded and turned, following Peter.

"Wait!" Gwen blurted, both Peter and Danny looking at her impatiently. She turned and went into a nearby office, Peter groaning as he followed her.

"Gwen, goddammit." Peter looked back at Danny, stepping backwards. "Start the helicopter, we'll be right there!"

"Will do." Danny nodded, turning and heading out onto the Landing Pad. He sprinted across the Tarmac and pulled the Helicopter door open, hopping up the steps into the seat. He flicked a few switches and pulled on some levers. It didn't take long for the rotors to begin turning and the engines to start wailing.

"Gwen, what are you doing, we gotta leave, now!" Peter snapped at her. Gwen shook her head and pulled the computer monitor on the glossy oak desk to her eye level. "Gwen, for god's sake, what are you looking for?!"

"Anything we can use to stop Gustav, alright?" She snapped back. "Now shut up and keep watch-"

"No, _you shut up_!" Peter roared, Gwen turning and staggering slightly from the sudden aggressive outburst. "My city is in ruins, my family, no matter how small is in danger and the people I claim to protect are _dying_!" He shouted at her, hands waving vehemently. Gwen narrowed her eyes and clicked her tongue, standing up at her full height. She paced up to him and looked up at his face with disgust.

"You think I don't know that?" Gwen's raspy voice hissed at him. "You think I'm not feeling the exact same emotions you are right now? I could say the same thing to you, you know. _My_ home is in ruins, _my_ family, _no matter how small_ is in danger, so don't you_ dare_ think that I'm not feeling the same way you are right now." Gwen snapped at him, Peter gulping and looking down guiltily, the words she expressed heavily playing over in his mind:_ "No matter how small."_

"I'm sorry, Gwen." Peter groaned, rubbing his fists against his tired and sore eyes. "urgh, I'm sorry." He looked at her. Gwen turned back to the computer and leaned over, clicking the mouse and sliding it over the pad.

"Hmm...what's this?" She humored, Peter peering out the doorway to keep watch. He looked back at her, Gwen looping a lock of gold behind her ear. She clicked on a file on the screen, opening it. The file was titled: _Confidential Project Sera_.

"Project Sera?" Gwen raised an eyebrow. Peter stepped closer, looking over her shoulder. She opening it, but it had a password lock. Gwen groaned and dropped her head in her hands, exhausted and tired of secrets. "Great. Password. Of course."

Peter looked at the Six digit code needed and began to think. Gwen shrugged and huffed, entering six letters. "Umm...Oscorp?"

The screen flashed red with incorrect messages. It read that they only had two guesses remaining, Gwen groaning loudly. Peter bit his lip and looked at Gwen, tapping her shoulder. She looked up at him, aggravated, but softened at the concentrated look on his face.

"Try...Parker." Peter licked his lips. Gwen nodded and turned, typing in each letter for the surname. Peter's heart thumped harder and faster when the screen flashed green and the file opened. Gwen gasped and began typing, dragging the mouse across the screen.

"How did you know that would work?"

"I didn't." Peter sighed, taking out the ripped photo of Gustav and Norman that Fiers had given him, the other half of the puzzle. "An educated guess."

Gwen gasped and held the photo, looking from it to him. "Peter. This is...i-it's identical to the photo of your Father and Connors!"

"The other half of the same photo." Peter licked his lips. Gwen eyed him softly. "Gustav killed my parents Gwen, h-he told me himself that he did it."

"So...the plane crash?"

"...was no accident." Peter blinked his sore and itchy eyes. Gwen threw her arms around Peter's neck, hugging him tight. He shuffled out of the hug uncomfortably, pacing over to the computer. "Gwen, we need to hurry and go."

"uh huh, okay." She nodded, sitting in the desk chair and opening the first file on the screen. "A video log. Let's have a look, shall we?"

The file unlocked and opened a media player. The black screen buffered with a rotating swirl of white light, until the video loaded. Gustav's face filled the screen, adjusting the webcam to his eye level. His hat was off, revealing his slick back silver hair.

_"Diary One: My brother, Karl Fiers, has successfully killed Richard and Mary Parker...at the cost of his own life."_ Gustav groaned. _"He failed to obtain Richard's written formula, so I have no option but to lay in hiding, and wait until his son, Peter, has grown. That could be years, I know, but the curing process of matching DNA to DNA can take years, decades! I need it to be in the perfect balance between the two, the metamorphosis of man." _Gustav explained in the log. Peter watched with firmed lips. Gustav peered back up at the camera. _"Richard thinks I don't know about what he hid in his son. Well, I do. And I will wait for as long as it takes to obtain the perfect compound of Spider-Human DNA, the perfect formula to make humans impervious to...well, everything. End log."_

The video cut and Peter took a deep exhale, dropping his head in his hands. Gwen blew air through pursed lips, turning to Peter. "He knew, he's been watching you and planning this for years."

"I know." Peter grumbled. "What's next?" He asked, looking at the screen. Gwen nodded and opened the next file.

_"Diary Two: I know it's been years since my last entry, but it's been quiet. Until now. It seems Connors has been a busy Bee for Norman. Since the loss of Richard's work, they've been strenuously working on a replacement, on a better cell regeneration formula. Hah."_ Gustav scoffed, looking much older and darker in the video._ "Norman is dying, no doubt. However it seems Connors's is unwilling to allow human trials to start on his work. I'd like to see Norman let him hold onto that formula for long. He won't. Oh...and, Peter has grown up into quite the young man. Richard would be proud. End Log."_

Peter groaned and shook his head in his palms. Gwen licked her lips and gaped. "Peter, we don't need to watch these if it's too much-"

"No, I have to. Next one...please." He whispered, biting his knuckle. Gwen sighed and opened the next file.

_"Diary Three: A lot has happened as of recent. For one, Connors managed to turn himself into a giant Homo-Lizard, trying to turn everyone in Manhattan into...well, him. Guess it was a good thing it didn't go to Human trials, huh?" _Gustav laughed venomously. _"Norman is still desperate. In fact, he even turned to Extremis, that vile and incredibly off balance formula. He must be truly desperate. Oh...and Peter's been busy too, to say the least. Seems that the concoction in his blood has given him...new found abilities. Oh...and he found himself a pretty girlfriend too. End Log."_

"I hate him so much." Gwen snarled. Peter sniffed and leaned over her, clicking the next file. "Peter..."

_"Diary Four: Norman's gone off the deep end for certain. Gathoric Grenolium? That super soldier failure? The one that left maddening voices in the mind and caused severe deformities? Really Norman? Oh well, one less obstacle in my way. I need to take over Oscorp to truly manufacture Peter's blood formula on a vast scale, I need their resources, which means getting rid of that Harry, too. Oh well, I'll find a way...I always do. End Log."_

"Harry?" Peter asked no one in particular. Gwen nodded. "What did he do to Harry?"

"That's the last video entry Peter, I'm sorry."

"Wh-What about that one?" He desperately pointed to the screen. Gwen followed his finger with her eyes.

"Huh...it's a video recording from years ago." Gwen looked at Peter, confused. He licked his lips and looked to the screen as the video started up.

The video started playing, crackly volume coming through the speakers as the palm of a hand filled the screen. The camera was being adjusted, until the hand pulled away, revealing Richard Parker's face. Gwen gasped and Peter's breath hitched in his throat. He pressed his hands into the desktop and knelt beside Gwen, eyes fixated on the screen.

_"Test. My name is Richard Parker. Whatever lies will be told about me, I would like the world to know the truth. Oscorp was already a leader in genetic research when Norman Osborn made a deal with a foreign military organization to continue funding my research, and I discovered what they were going to use it for. Weapons, biological weapons, of course. So I refused, and now to eliminate me from the picture, Norman Osborn and Gustav Fiers have falsified evidence against me in order to take control of my work."_

Peter lifted a trembling hand to cup his mouth as he listened.

_"Norman was hoping that the work with the Spiders could cure his illness, but the variables are too...well, varied."_ Richard scoffed on screen, adjusting his glasses. _"I guess signing a deal to make weapons was the only way to continue the work with my research, but I just can't stand the idea of this work being made into killing machines, just so Norman Osborn can live longer."_ Richard looked over his shoulder, then back to the screen. Gwen sat quietly, watching the screen and Peter's reactions.

_"Norman wants to sign another deal with AIM, that lunatic Aldrich Killian and his Extremis project. The-The idea is still just that, an idea, and the outcomes of stifling the decay rate algorithms that thoroughly could be catastrophic. My other Partner, Gustav Fiers wants the foreign military deal to go through as well, if only to see it become just that...a weapon of control."_ Richard sighed, pinching his brow beneath his glasses.

_"Fiers. Fiers wants to unleash the Spider venom across the globe. To make humans impervious to all disease, but it's not ready for that, and it never will be!"_ Richard slammed his desk, the camera shaking and wobbling. Peter blinked a tear down his cheek, eyes intent on the screen.

_ "And so, I have destroyed as much as possible from the archives, but I didn't have time to kill all the spiders. So as a scientist my choice is very clear now, I have to disappear, I have to get as far away from here as I can. But as a father, it means I may not see my boy again and nothing is as important to me as my son, Peter. Nothing in this world. But I have a responsibility to protect the world from what I've created and protect him from what I know Osborn is capable of...what Fiers is capable of, all for control and self betterment."_

Peter sniffed and his lips trembled as he watched his Father's true feelings unravel onscreen. Gwen sniffed and wiped her own eyes. _"People will say I'm a monster for what I've done. Maybe they're right. I always thought that I'd have more time."_

Suddenly Richard turned at the sound of a young Peter's voice crying out _"Dad! Dad!"_

_"I'm sorry."_ Richard said abruptly, cutting off the video. Peter reached out just as the screen went black, leaving him to stare at his crying reflection in the black screen.

"Oh my god..." Gwen breathed, cupping her mouth. Peter rested his forehead on the table's edge, letting it all sink in. "Your Father, he...Osborn wanted the Spider venom to cure himself...but made a deal with the devil, and Gustav wanted to unleash it across the globe!" Gwen gasped.

"Which means he still does." Peter sniffed, standing up. "And now he finally has my blood."

"But he doesn't have your Father's research to finish it!" Gwen stood up to, looking deep into Peter's reddened eyes. "Peter, if he releases the incomplete formula across the globe...god, it'd be an extinction level event!" Gwen blurted.

"And if Norman continues to control New York, countless thousands will die in the meantime." Peter stated boldly.

"Yeah-wait, Norman?" Gwen raised an eyebrow. Peter nodded, looking at her.

"It finally makes sense to me. The Goblin was Norman's last attempt to cure himself. It went wrong, and the concoction with his inner demons made just that...a monster." Peter grit his teeth. "My father should have never bothered with those Spiders, then none of this would have happened." Peter growled. "Download the files, and lets go." Peter bluntly stated, shaking his aching head. Gwen gulped and nodded, slipping the flash drive into the computer and downloading the files.

She pulled it out and stuffed it in her pocket, shutting down the computer. Peter was vacant, his mind a million miles away. "Lets go." She whispered softly, taking his arm and guiding him to the door.

"Come on you two!" Danny shouted from the Helicopter, dust flicking up beneath the belly of the vehicle as the rotors span wildly overhead. Gwen and Peter jogged to the vehicle, stepping up into the cargo bay. They both sat heavily in the passenger seats, panting and trying to take in the information they'd just received. Danny pulled back on the throttle and the Helicopter began to take off from the landing pad, wailing high into the sky.

Gwen looked at the Oscorp Tower nestled in the jungle canopy as it grew further away. They were free, but the truth of all these lies, of Richard Parker's legacy will haunt them forever.

...

Aunt May sat trembling in the cold, dank and dark corner of an office within Oscorp Tower's derelict and dead belly. Her lip was swollen and red, split down the center. Her usually neat silvery black hair was messily tied back, disheveled strands of black and silver falling over her distant eyes. Tears had stained her cheeks and the thoughts of the last two weeks kept replaying in her mind. She was tired, afraid and had no idea where her boy, Peter was. May sniffed and wiped her runny nose against her frayed sleeve.

Suddenly the glass office door opened and she gasped, shuffling back into the corner. The figure panted and bent down before her, stroking locks out of her eyes. "Helen?" May sniffled. Helen nodded, wiping her own bloodshot and bleary eyes. May visually softened, relieved that it was a friend, and not a foe like before.

"Can you walk?" Helen asked, looking over the frail beaten woman. May sniffled and nodded, trying to stand up on shaky aged legs. Helen looped her arm over her shoulder and helped her up.

"Thank you, my dear." May smiled. Helen smiled back, but was visually nerved by the escape attempt. "Wh-Where are we going?" May asked as they limped over to the glass door. Helen pressed her palm to the glass, looking past her reflection to the pitch black night time floor. Knocked over tables scattered the desolate laboratory, a thin film of silvery smoke hanging around their ankles. Helen opened the door and stepped out into the open laboratory, desperately scanning the dark room for any disturbances. Her eyes locked to the bulky silhouette in the corner of the room, the only features visible being the piercing green eyes, wide toothy grin and disheveled and frayed hair. The Goblin simply watched from the dark, and Helen knew she'd been caught.

"Come on, we're getting you out of here." Helen whispered to May. The elderly woman nodded and limped with her to the fire exit. Helen peered back just as they pushed through the swinging double doors, seeing the silhouette begin to move in their direction. Helen swallowed her fear and began to climb down the spiraling concrete staircase.

"Power's out, so guess we're walking." Helen sighed. The corridor and staircase was pitch black, only their adjusting eyes to guide the way. Helen carefully stepped first, feeling the steps under heel. She and May began the long walk down the steps. They soon began to map out the steps and Helen guided May down the spiraling stairs.

Helen peered up the length of the pitch black shaft, horrifically seeing the black silhouette lean over the top banister and grin down at them with reflective shattered teeth and piercing green eyes. The silhouette leaned back out of view and a green glow began to slowly make it's way down the stairs behind them. Helen gasped and began to descend the steps with May faster.

She peered back up and the green glow - the Green Goblin - was descending the stairs not far behind them. Helen panted and kept on limping with May, till finally they barged through the bottom floor fire exit doors. Helen staggered and panted, tired and aching. May fell forward and clapped against the cold floor with the palms of her hands. Helen gasped and bent down, looping gold locks out of her eyes vehemently.

"Are you okay?" Helen asked, trying to help her up. May nodded and gulped, hissing and staring down at her twisted ankle. Helen gasped and finally saw it beneath the lime glow of the Fire Exit sign. May's ankle was swollen and colored with pale purples and reds. "That looks bad, May."

"It's just a sprain, I've had worse in my time, my dear." May groaned. Helen helped her up, trying to ignore the yelp and hiss she made when pressure pressed on her ankle. "Ah...Hsss..."

"Shh, it's okay, May. Come on, almost outta here." Helen whimpered, limping while carrying May's arm across her shoulder. Helen peered back as they entered the pitch black and abandoned lobby, only a few stray pillars of pale lunar light trickling in to light the way. Her eyes locked to the huge silhouette of the Goblin in the doorway they'd been standing moments ago. He grinned and watched Helen trying to escape.

"Keep walking May, keep walking." Helen sniffled, trying to push out the clanking footsteps of the sauntering Goblin behind. He was in control, and he damn well knew it. "Just keep walking." Helen held her head high as they traipsed across the desolate lobby, pushing their palms on the glass of the double front doors. The doors slid open and fresh cold air whipped down the abandoned Manhattan street, licking at their skin. Aunt May shivered and Helen held her tighter, helping her limp out into the wide open city at Midnight.

"That was easy." May commented. Helen closed her eyes tight, hearing the Oscorp Tower front doors creak open behind them and heavy footsteps clank against the concrete. It almost seemed stupid to try and escape since he was right behind them, strolling at a merry pace.

"It's easy because he wants it to be, May." Helen trembled, biting back the urge to look over her shoulder. "But if I learned one thing as the Police Captain's wife, it's to just keep walking and hold your head high." Helen said boldly, sniffing as her nose ran down her lip, the cold frigid night air attacking their skin.

She peered back as they rounded a street corner, still not a single person in sight, the entire city empty and deserted. It seemed the spread of the virus and the curfew the Goblin released had worked. The city that never slept was fast asleep. The Goblin was simply pacing less than a block behind them. His constant grin reflected in the lunar light, white glows sliding over the smooth green metal of his chest. Helen gasped and turned forward, pacing faster with May.

"Okay May, I have a plan. it's a long shot, but it's all I've got." Helen blew out a breath. They limped around abandoned Taxi Cabs and Helen quickly opened the back door of one, guiding May to lay down in the back. Aunt May did just that.

"What about you?" May asked. Helen smiled solemnly and shut the door, May trying to open it. Helen simply breathed against the condensation coated glass, shaking her head at May.

"Stay here, please." Helen ordered, turning and quickly jogging to a nearby Taxi Cab, yellow chipped paint glimmering in the Moon's glow. May watched her crawl beneath the car, lying on her belly, sandwiched between tarmac and Taxi stomach. May quickly lay down and listened intently to the thudding footsteps sauntering outside.

The Goblin walked past the Cab, his shadow slowly sliding through the inside of the cab. May slammed her eyes shut and listened as the footsteps stomped around the street.

Helen looked over at May's Cab, biting her lip to stifle the gasp when she saw the Green Goblin walk around the Cab, eyes scanning the empty city for movement. He grinned and scoffed, shaking his head. He took a deep breath, mechanical scorched plates expanding and writhing across his destroyed chest. He pursed his ripped lips best he could and began to whistle a chilling tune: _Itsy Bitsy Spider._

Helen shuffled further beneath the center of the Cab, her heart thudding against the dank and cold tarmac below. The Goblin continued to pace around the site, whistling the tune to try and coax them out. Helen bit her lip tight and snaked her hand back to slip it in her back pocket. She pulled out her cracked phone, trying to ignore the Goblin's whistles only mere feet away.

She turned it on and looked at the contact list she had. She'd tried Gwen's phone countless times since she was kidnapped by Kraven, and she'd even tried Peter's. The last hope she had was Danny, who she knew was out of Ravencroft and had escaped the city. Otherwise he'd be in one of those Goblin suits too. She turned the volume down to minuscule levels and tried to dial Danny's number. She then noticed the lack of signal. Helen groaned and silently cursed the fact she had no signal beneath a car belly. She'd have to get up high, like a rooftop.

Helen cursed again and watched through her fringe as the Goblin's boots stomped around the Taxi Cab. Her blood rushed and thumped in her ears. If the Goblin so much as bent down now, he'd find her. Helen closed her eyes tight and listened to the Goblin's heavy boots stomping away, along with his whistling tunes. Helen peered over and saw him disappear behind another column of abandoned Taxi Cabs.

Slowly and cautiously she slid out from beneath the Taxi Cab, pushing herself up to crouch behind the car. She ever so slowly peered up and over the hood of the Cab, seeing the Goblin's silhouette pacing around distant Cabs. Helen blew out a breath and looked down at her phone. She suddenly had full bars of signal and she silently celebrated with a fist pump. She dialed Danny's number and it began to silently ring. She drummed her fingers on her shoulder, hugging herself and cradling the phone to her ear.

"Pick up, pick up, pick up, pick up...Dann-!" she squealed into the Goblin's gloved palm as it covered her mouth. He grinned and took the phone from her hand, looking at the caller I.D. Helen beat her fist against the thick muscle and metal armor of his chest.

_"Helen? Is that you?"_ The Goblin heard Danny's voice on the other line. He lifted the phone to his one good ear, grinning and chuckling to himself.

"Hey Danny! Or is it Andrew? I never know, you _are_ a confusing character, aren't you?" The Goblin laughed, sitting on the hood of the Cab with a thud, still holding Helen's head in his other hand, over her mouth.

Meanwhile, across the sea, within a Helicopter, Danny looked at the phone, gulping. Gwen stood up, pacing to stand behind Danny's pilot chair. She saw the caller I.D and gasped, grappling the phone from Danny's hand.

"Gwen, wait!"

"Mom! Mom, I'm alive, I'm okay! It's me, Gwen, and Peter's okay too!" She laughed hysterically, tears of joy flooding her eyes. The Goblin's grin slipped and he peered down at the phone in his hand. His massive grin returned though, even wider.

"Well...if it isn't the girl who lived." The Goblin cackled. Gwen's heart ran cold, her eyes widening to near perfect circles and her lips trembling.

"Where...is my...Mother?" Gwen trembled. Danny was preoccupied with flying the Helicopter across the ocean at night, but Peter heard and stood up, confused.

"Gwen?" He asked tentatively, but the Blonde never faltered.

"Did you say Peter was there?" The Goblin positioned the phone between his ear and shoulder pouldron, looking at his fingernails. "Put him on the phone, would ya?"

"M-Mom, you there? Mom!" Gwen cried. Helen could hear her daughter, but couldn't answer, so she cried and muffled into the Goblin's hand. Gwen sobbed and pressed the phone into Peter's chest, confusing him.

"Helen?" Peter asked as he lifted it to his ear. The voice he was greeted with sent shivers raking up his spine.

"Hey Pete! How's things?" The Goblin chuckled. Peter's features froze in anger, his grip on the phone tightening. "Listen, I want you to know, there are no hard feelings about how we ended things last time, kay?" The Goblin cackled.

"You." Peter trembled with fury, the phone creaking in his grip.

"Me!" The Goblin laughed outright. "Oh, stay still Helen, wouldn't want to accidentally snap your neck, would we?" he growled. Peter grit his teeth and slammed his eyes shut, concealing his rage.

"So, listen, it seems that you weren't around for a catch up when I...came back into town." The Goblin grinned against the phone. "When's good for you?" Peter scoffed and placed a free hand on the back of his head, pacing around the Helicopter innards. "How about forty eight hours from now, or I kill everyone in Manhattan? That work for you?" The Goblin clenched his jaw. Peter sneered and dryly and bitterly laughed. He stomped over to Danny, peering over the pilot seat at his G.P.S. It said that they were only a few hours from the shores of America.

"Let's make it Twenty four. I can't wait to catch up." Peter snarled at the phone. In Manhattan the Goblin grinned and nodded, holding Helen tightly in his grip.

"Twenty Four. You got it. Don't be late...or...well, your Aunt, Gwen's Mom and the whole of New York will pay."

"I'll kill you this time, I swear it." Peter swore, locking his jaw and paling his fist.

"Well I hope you do a better job than last time." The Goblin chuckled dryly. "I kinda miss the other side of my face, you know. It was my best side."

"Oh I will, don't you worry." Peter snapped.

"Good. Twenty Four hours it is." The Green Goblin sneered. "Bye Pete."

Peter shut off the phone and slammed it against his forehead repeatedly, roaring as loud as he could, his neck constricting. Gwen was sat in the corner of the helicopter, hugging her knees, her eyes watering beneath her disheveled fringe. Danny held onto the throttle with one hand and used the other to pinch the bridge of his nose.

Peter sat heavily beside Gwen on the grated floor, resting his hands in his lap heavily. Gwen gingerly reached a hand out of her knees and threaded her fingers through Peter's, holding his hand tightly. He tilted his head and rested his temple against the top of her blonde locks.

"You're gonna see your brothers soon." Danny blurted. Gwen snapped her bleary eyes up at him. Danny kept looking through the night time windscreen, but kept talking. "When I got out of Ravencroft, I escaped with another inmate. Together we went to my Apartment. I got Sarah and the boys out, thanks to his help." Danny explained.

"Wh-Who?" Gwen and Peter both asked. Danny looked over his shoulder at the pair at the end of the Helicopter.

"Like I said...you'll see them soon." Danny sighed, looking forward through the windscreen. Gwen and Peter both stood up and paced to the Pilot's chair, peering over Danny's blonde hair at the black view before them. A few blinking strobes caught their eyes, and then they saw the Aircraft carriers, all sat in the middle of the midnight ocean.

"The Navy's waiting to engage the Goblin, but he's still got access to Oscorp's biological weapons. We even get near Manhattan and he'll launch it all, killing everyone, anyone he wants!" Danny groaned, flying the Helicopter towards the biggest Carrier, sloshing in the crashing waves and frothing breaks. "They don't have clearance to engage yet. So...they've been housing survivors on these ships. I dropped your Brothers off here, but...I-I couldn't get Helen or May. I'm sorry guys, I just ran outta time." Danny mumbled. Gwen kissed his head, thankful.

"Thank you Uncle Danny." Gwen rubbed her Uncle's shoulder. Peter nodded and licked his lips, visions of killing the Goblin playing over his mind.

"I'm going in alone." Peter blurted. Gwen snapped her eyes to Peter.

"I'm sorry, what?!" She exclaimed.

"He wants me, that's all this is. I'll stop him, whatever the cost."

"No! He has a damn army, Peter!" Gwen shouted at the unruly teen. "You'll die!"

"If it saves people, so what?" Peter shrugged. He reeled to the left when Gwen's hand slapped him - Hard. He rubbed his cheek, hissing. Gwen's fiery eyes flared at him.

"Don't _ever_ say that again, you stupid, selfless boy!" Gwen snarled. Danny chewed the inside of his lip as he navigated the Helicopter in to land on the Tarmac runway of the Colossal Carrier, shrouded in night light. Peter rubbed his cheek, looking down at the floor. Gwen shook her head and kept her balance as the vehicle wobbled, wheels bouncing on the Carrier. They'd landed.

"I can't believe you said that." She snapped once more before turning and walking towards the sliding open door at the side of the Helicopter. The rotors began to slow down, their wailing churning to a dull stop. Peter thought of his words and sighed, rubbing his face, unsure of what to do. A soldier helped Gwen out of the Helicopter, leaving Peter to look head on at Danny.

"I was wrong to misjudge you Peter, you're a hero, a hero the city needs, I get it. But you're also Gwen's hero, so don't ever say you're going to give up your life so carelessly. She loves you. Treat her with as much respect, yeah?" Danny sighed, stepping out of the Helicopter with his rucksack over his shoulder, giving the Soldier his helmet and headset. The two exchanged hand shakes and nods. Peter sighed and bit his lip, stepping out of the Helicopter onto the Aircraft Carrier runway, looking out at the vast expanse of black ocean and stars, hearing waves slosh and crash.

"Boys!" Gwen cheered, catching Peter's attention. He watched as the sobbing boys hugged their sister, Gwen balling them up in her arms as tight as she could. "I love you guys, so much!" Gwen cried, hugging her brothers as tight as she could.

Peter looked around and saw no one to greet him, no happy smiles and warm hugs. He sighed and licked his lips, searching the darkly lit Carrier for Danny. He needed to ask him some questions. He finally saw him conversing with what appeared to be a Captain figure, judging by his navy blue suit and sharp Cap. The older man nodded to Danny and shook his hand, turning to head back to the Bridge of the ship.

"Hey! Danny!" Peter jogged over to him. Danny had just unstrapped his leg holster, peering up at Peter.

"What's up?"

"I need access to a sewing machine, Spandex and Military grade Biocable capsules. They got that on here?" He asked, looking around at the tow cables used to drag the Fighter Jets into position on the runway. They seemed to be Oscorp Biocables.

"No need to start from scratch, kid." Danny said, pulling his rucksack off his back. He unzipped it and showed the creased and frayed Spiderman costume, cracked lenses peering up at him. Peter's mouth opened as he peered up at Danny.

"Found it while I was looking for you two. They had it in a storage room at the back. I got that and a pair of your...web shooting thingies." Danny smiled. Peter sighed relief and pulled the costume from the bag, looking at the bulging lenses. He nodded to Danny.

"Thanks. For everything." Peter smiled wearily. Danny gave a nod of his head and handed his rucksack to Peter.

"Get Gwen and the boys and meet me inside." Danny paced away, across the night time Carrier surface. Peter nodded and stuffed the Spiderman costume back inside, zipping up the bag. He turned and saw Gwen talking to her terrified brothers.

"Mom's fine, okay? We're going to go and get her tomorrow." Gwen sniffled, knowing it was a lie she was telling. But to see her brothers dull eyes light up was worth the price of her unsure thoughts. She had no idea if her Mother was okay, and it sent a throbbing bolt of pain shooting through her body. Gwen hugged her three brothers and kissed each of their heads, letting her tears fall onto their scalps.

"Gwen?" Peter asked tentatively. Her brothers looked up at him too. "H-Hey guys." Peter was suddenly engulfed in a hug, as her three siblings wrapped their arms around his waist. Peter was wide eyed at the affection.

"You're okay! Thank you for looking after our sister!" Phillip whimpered into Peter's frayed shirt. Peter patted their backs and peered up at Gwen. She sniffed and wiped her nose on her sleeve, her eyes glimmering with salty tears. Peter beckoned her forward and it only took her a second to leap forward, wrapping her arms around Peter's neck and hugging him tight.

"It's gonna be okay guys..." Peter whispered against Gwen's golden hair, patting her brothers backs. "We're gonna make this all okay..." Peter peered up at the very distant horizon of the night time ocean, knowing that Manhattan lay upon it, hidden in darkness. He snarled and hardened his eyes. "I promise..."

* * *

**Author's Notes: So? Happy with it? I am, besides a few bits and bobs I'd have liked to have done differently, but the continuity of the story stopped them. Oh well! Anyways, I'm back, I'm enjoying it and I cannot wait to get the next chapter out! Sit tight guys! Love you all, and don't forget to let me know what you think with a friendly review which you've gifted me so many times before! Love ya and sleep well! - Dave **


	33. Rage rage against the dying of the light

**Authors Notes: The Birth of Spider-woman, the start of a raging war, and the epitaph of a character rises, awaiting their name to carve into that headstone...**

* * *

**Chapter Thirty Three: Rage, rage against the dying of the light.**

**...**

"She's what?!" Danny erupted, hands gripping the short tufts of his blonde hair. Peter sighed and rubbed his face, groaning into the rough pads of his palms. Gwen bit her lip and looked at Peter, but he provided no such help.

"I told you not to tell him..." Peter mumbled to himself.

"Uncle Danny-"

"No, wait, h-how?" Danny raised an eyebrow. Gwen shrugged, looking to Peter. Peter simply leaned against the steel riveted wall behind him, feeling his stomach slosh as the Aircraft Carrier tilted in the sea.

"I donated blood...when Gwen was in Hospital." Peter mumbled, rubbing at the base of his jawline.

"No, I know you did...but I had_ no_ idea it would cause...that she'd end up like you!" Danny's eyes widened and trailed to Gwen for confirmation.

"That doesn't matter, look.." Gwen sighed, looking at her fuming Uncle. "Uncle Danny...I'm like Peter, and I've come to terms with it, it's kept me safe, it's kept me alive, and most of all...it's really taught me the virtues of being responsible with power." Gwen looked up at Danny. The man grumbled and sat heavily in a vacant office chair. Gwen flicked her long blonde hair out of her eyes, pacing over to Danny as he swiveled left and right in the chair, taking in the information. Peter simply paced slowly in the background, pinching his brow and groaning tiredly.

Danny sighed and looked up at Gwen as she crouched before him, her big green pleading eyes on his. "Your Dad always used to joke that you'd follow in his footsteps...his tough little soldier." Danny chuckled, looking at the young woman before him. Gwen smiled slightly and rested her hands on Danny's knees. "I know what this is. I know." Danny nodded, running his thumb under his lip, looking from Peter to Gwen.

"Uncle Danny-"

"The bravest teens on the face of the damn earth, want _my _help to get off this ship and get into New York, right? That's what this is, isn't it?" Danny asked, eyes flaring at them both. Gwen licked her lips and slowly nodded to herself. Peter rubbed the base of his neck. "Forget it, nah. There is a reason they're not letting anybody off this ship yet, and that is because it is a living hell in Manhattan!"

"Danny, come on-" Peter groaned.

"No! Alright? No, I-I won't help throw you two at that maniacal monster, nah. We're gonna sit here, and let the army deal with it." Danny shrugged, crossing his arms and leaning back in his chair. "I'm keeping you safe by doing this." Gwen huffed and stood up sharply, throwing her head back as she paced around Peter.

"You know as well as I do that the chemical toxin levels in pockets of Manhattan are too high. They're not gonna risk their soldiers for that. But...Peter and I? We're already cross species, we're immune to that stuff!" Gwen begged her Uncle. Danny didn't budge, sticking his tongue in his cheek. "We can save everyone, if I can just get to Oscorp Tower and use the lab to synthesize an antidote. Just like with Connors, Peter and I, w-we'll - we can use the...the...the Ganali Device! Yeah, the Ganali device, it can work, right Peter?!" Gwen pleaded and begged, head swiveling from Peter to Danny. Both were silent.

"Gwen, the Goblin used that to spread it in the first place, it's gotta be right in the guy's goddamn palm." Danny rubbed his face. "Nah...we'd never even get to the lobby before we got pulverized."

"So that's it? We just give up, uh huh?" Gwen tilted her head, licking her lips at Danny. She took a deep breath. "Just let the Army run in and get infected, while making the Goblin furious that Spiderman didn't show up, therefore executing everyone in his anger at being ignored?!" Gwen panted. "Oh yeah, wow great idea, major brownie points for that one!" She sarcastically rolled eyes.

"I am doing this to protect you, don't you see that?" Danny angrily exaggerated every syllable with a firm nod of his fist. Peter rubbed his chin, closing his eyes and shaking his head.

"I have had people protect me all my life. My Mom, _my Dad for definite_, _you _Uncle Danny, my brothers...Peter..." Gwen looked over at him. He shrugged and licked his dry lips. "It's time I showed that I_ can_ protect other people...and that_ I_ don't need so much over protection." Danny sighed and lifted a hand to her. Gwen took it, balling his big calloused hand in her small fists. She rested her forehead on his knuckles. Danny smiled solemnly at her.

"But you're my little niece." Danny said softly. "And if I lost you...your Dad would kill me." He chuckled, Gwen snorting and looking up at him. "I don't want to lose my baby niece...my little Gwenny." Danny sighed. Gwen hugged his hand tighter. "All grown up and so very brave."

"Danny, you gave me my suit back for a reason, and I think you know why." Peter stepped forward. Danny and Gwen looked at him. "You said it yourself. We _need_ Spiderman." Peter shrugged.

"...And Spiderwoman?" Danny quirked his lips into a wry smirk, looking at Gwen. Her eyes mellowed and she bit her lip, gulping.

"Y-Yeah." Gwen nodded. Peter looked at her and felt his lips flick into a small proud smile, yet his heart ached with fear for her safety. "If it means I can save Mom, Aunt May, all those people trapped in New York, then yes." Gwen said stoically. Danny sighed heavily and dropped his hands into his lap, rubbing his face. Gwen stood up besides Peter.

"Well..." Danny groaned, leaning back in his chair to look up at the duo. "Looks like you're giving the orders round here now, huh?" He smirked. Gwen held her chin high beside Peter. "You've got Twenty hours until the Goblin's deadline, Peter. You got enough time to prepare?" Danny asked, standing up, the pistons in his leg whirring.

"A few patches to sew on the suit and a new round of Biocables. I'll be ready by dinner time." Peter clenched his jaw. Danny rubbed his thumb beneath his lip, thinking.

"Oh, I am so gonna regret this..." Danny grumbled. "Alright. Get on it. Gwen, come with me." Danny motioned to the door. Gwen nodded and followed, her hair bobbing with each strut. Peter licked his lips and nodded, picking up the rucksack containing his suit by the door. Peter paced out and looked over his shoulder, Gwen looking back at him with a small comforting smile as they parted ways. Peter smiled back tiredly and paced up the metal grated steps, sidestepping US Navy crewmen.

"Excuse me." Peter asked one of them. The Officer turned to Peter, tiredness all over his expression. "Do you have a room where I can catch some shut eye?"

...

"Citizens of New York!" The Green Goblin's booming voice echoed across the entire expanse of desolate Manhattan, draped in flurries of green embers. He stomped across the rooftop of Oscorp Tower, of his monolith, his thrown, till the tips of his talon sharp boots teetered at the edge. Before him rose a swarming horde of hovering Green Gliders, all with Goblin riders atop, all snarling and animalistic, trapped inside Exo skeletal suits. A mass of around a hundred Gliders hovered before Oscorp Tower, all their riders grinning at their master.

"Prepare for war, for in less than a day's time, Spiderman will be back on sovereign soil!" The Goblin cackled maniacally. Harry stood beside him, totally void of emotion, his eyes glimmering green as the control module at the base of the Exo suit's neck tapped into his nervous system. "We will destroy him, in the very city he was born!"

"YES!" The armada of Goblins cheered, Saluting the Goblin with raised fists - only because he tapped at the screen on his gauntlet.

"You know he won't be alone." Harry commented, looking up at the Goblin. The Green Goblin sneered, looking down at Harry beside him.

"The more the merrier!" The Goblin chuckled sinisterly. He turned and watched the entire ensemble of Goblins disperse and head out across Manhattan. "And now we play the waiting game."

...

"You promised you'd leave her out of all this." George sighed, stepping aside as Peter walked through his misty shoulder. The teen blinked and groaned, setting the rucksack down on the short desk at the end of the one by one room he'd been given to change in.

"I know I did, but I love her too much to stay away." Peter grumbled, intently focusing on locking the thick metal door and winding the locking mechanism around, sealing the heavy plated door. George stepped into the corner and watched as Peter meticulously went about unzipping the bag and hauling out the damp and dank smelling Spiderman costume, tattered with small holes and tears. He rummaged at the base of the bag, pulling out his fist, containing his webshooters.

Peter set it all out on the table, hands pressed into the cold aluminium edges, looking over his suit - his legacy. He sighed and stared into the silver of the spider emblem, how it was still stained with crusted dark red blood...his own blood. He scraped his teeth together and looked at his right hand, wiggling his fingers, remembering that awful sickening sensation of feeling nothing but fiery agony as his hand was decapitated by Kraven. That numb sensation of nothingness, yet still feeling phantom fingers wanting to move, sensations like they were still there. He sighed and blinked to forget, looking over his shoulder at George's ghost before him. The man was dressed in his Officers uniform, white crinkled shirt and black pressed trousers.

"Wh-What do you want from me? I-I can't help the fact I fell in love with your daughter, okay?" Peter rampaged, George unmoving. "I-I-I can't help that she is the first thing I think about when I wake up, and the last thing I want to see before I fall asleep. I can't help loving her, I_ can't_."

"So that makes it okay to endanger her?" George asked, Peter licking his lips and looking down guiltily. Peter turned but his eyes landed on nothing but the grey steel of the ship's hull, making his stomach churn with guilt. He run his hands through his hair and sighed heavily, shutting his eyes tight for just a moment. A moment of tranquility.

"No...I guess it doesn't." He mumbled, dropping his heavy arms to clatter at his sides. He sniffed and turned back to the costume. Peter picked up the sewing needle and thread from the inside of his pocket, going to work on running the black thread through the torn fabric. He ignored the sounds from outside the door, intent on fixing the suit and getting ready to fight the Goblin...one last time.

Meanwhile, across the Ship in the Bridge, Danny stopped before a large sealed door, turning with a huff to face Gwen behind him. She licked her lips and tried to peer around him, but he cupped her cheeks and made her look at him.

"I want you to promise me that you'll stay calm when we go inside, okay? You're gonna feel a lot of mixed emotions when you see whose in there, but just remember that he helped save your brothers...saved my wife, too."

"Uncle Danny, I promise, but you're kinda scaring me." Gwen blinked. He let go of her and nodded, stepping aside and undoing the locking wheel on the door. The thick steel bolts slid into the door and it opened, slowly creeping away from the edge of the frame. Gwen peered around and stepping into the room, tugging at the sleeves of her white coat.

The room was full of Uniform clad crewmen, all huddled around computers at the walls of the box-like room. In the center, peering over a table top was a tall man with straggly blonde hair. He slowly looked up and turned, his limbless right arm sleeve tied up into a ball at the elbow. Gwen's eyes widened into near perfect circles as Connors smiled sadly to her.

"H-Hello, Gwen." He gulped. Danny stepped beside her as she slowly marched forward. Though her strides grew faster, her eyes harder and her lips firmer, she kept her balled up fists at her side. That is, until she stood before Connors, gritting her teeth and reeling her fist back, cracking it across his nose before anyone could stop her. Danny grabbed her and hauled her back, Gwen swinging at the air.

"Goddamn it, you said you'd behave." Danny whispered in her ear, wrapping his arms around her waist and lifting her off her flailing feet. Connors got up off the floor, rubbing his jaw and groaning, reaching down to pick up his glasses.

"Let me go! He killed my Dad!" Gwen shouted, staring glaring daggers at Connors as he stood up, tugging at his ruffled lab coat with his one hand. "I hate him, how could you?!" She shouted at Danny, trying to push out of his arms, which he was struggling to keep secure around her waist as Gwen grew stronger. "How could you work with him?!"

"He helped get our family outta there, goddamn it! Now stop!" Danny shouted at her, feeling Gwen give up fighting as hard and go limp in his arms. "I'm sorry, but stop. Hear us out." Danny whispered into her ear. Gwen blinked and eyed the floor as Danny slowly set her down, ever so cautiously undoing his arms from her waist. "Okay? Just...hear us out."

"Get off of me." Gwen shunned Danny off her shoulder, to which he nodded, stepping back calmly. Gwen hugged her upper arms and sniffed, studying her shoes. The crew all stood in silence and watched the event unfold. The ship's Captain stepped forward to Connors.

"Are you okay, Doctor?" He asked in a gruff voice, silver goatee outlining his lips.

"I'm fine, Captain, ask if _she_ is alright, for goodness sake." Connors mumbled into his palm, wiping a speck of blood from his lip. He coughed into his fist and rubbed at the green patch of scales on his neck. The ship's Captain nodded and stepped closer to Gwen. The young blonde looked up and wiped the wet pool beneath her eyes.

"Are you okay, dear?" He asked. Gwen shook her head and sucked on her bottom lip, looking over at her Father's murderer. "I know this must be very tough, and very unfair, but we needed the man who helped design the compound used on Manhattan, so that he may help formulate a cure. He...He recommended you to us. One of the reasons we gave Danny the equipment he needed to bring you home."

"Why me?"

"Because you, Gwen, were my smartest, brightest and most loyal colleague and apprentice at Oscorp." Connors spoke roughly. Gwen scoffed and rolled her eyes, holding her chin high and gulping, hardened eyes boring into his.

"Yeah well, don't expect that same loyalty now. Not after what you've done to me, to my family, to Peter." Gwen snapped. "You're not that same man I looked up to, so do not expect me to treat you like that man, not now, not ever."

The Captain scoffed at her. "Now, young lady this is bigger than us-

"No! Alright? I don't even know who you are, and frankly I don't care!" Gwen shouted venom at the ship's Captain, watching him reel from never having had anyone shout at him like that before. "Do you have any idea what this man did to my family? He murdered my father in cold blood! He unleashed a chemical weapon on Manhattan, so what makes him any different to the Goblin?!" Gwen pointed a shaky finger at her Father's killer.

"Fight fire with fire, use one monster to kill another." Connors lifted his head to her, Gwen flaring her emerald eyes and lunging, Danny grabbing her and pulling her back.

"No, no, come on, calm down, calm down." Danny soothed her, Gwen calming minutely and stepping away from her Uncle. Connors sighed and looked at the table.

"I know I am the last person on Earth you want to see outside of a prison cell, hell, even alive..." Connors looked at her. "...I know I can never even begin to make amends for what I did, but I have to at least try..." He rubbed his brow with finger and thumb. "...Gwen, we need your help. We stop the Goblin or millions will die. I need my star pupil to help me formulate this cure, my top cross-species genetics student to save them all." Connors expressed, watching Gwen's chest heave with every heavy and angry breath she took.

"Fine." She sighed, defeated. "If it saves all those people, then I'll do it." Gwen trudged over to the table, looking at the formulas and algorithms.

"I worked on Gathoric Grenolium with Norman Osborn-"

"And Gustav Fiers?" Gwen looked up at Connors, challenging him...

"That man is a ghost of his former self, of his former ideals..." Connors mumbled, turning to the table to work.

"So are you." Gwen snapped, watching him sigh and his eyes shut tight. "Let's get this done. I'm gonna need the algorithm for Gathoric Grenolium, something to work with." She pulled her hair up into a ponytail, her emerald irises glancing over the pads of notes and theories. "Do we have lab equipment to work with or what?" Gwen asked to the room.

"No. That's the other issue. The cure'll need to be synthesized inside Oscorp Tower, it's the only place that can cook a cure like this in enough time." Danny explained from the corner of the room."Which means..."

"Which means that Miss Stacy and the Doctor formulate the cure, my men take the information in a small Task Force over the cover of night, synthesize it in Oscorp Tower and release it." The Captain explained boldly. Gwen scoffed.

"Are you an imbecile? We don't have till the cover of night! The Goblin has given us a Twenty four hour deadline, or he kills everyone in the city!" Gwen explained with heavy emotion in her raspy voice. "Your Soldiers will die the moment they set foot on Manhattan, and the Goblin will kill everyone in the blink of an eye for it."

"So, what? We just stand by and do nothing?! Watch those people starve and perish slowly, let the Goblin keep the city for himself?!" The Captain challenged.

"No..." A voice spoke, everyone looking up at the staircase. Gwen's eyes landed on the bold red and blue clad figure, a genuine grin finally gracing her tired rosy lips. Connors looked up and nodded slowly to himself. Danny smirked and crossed his arms, leaning against the wall. The red and blue spandex figure stepped down the metal grated steps, clanging under heel. His wide, reflective, honeycomb white lenses landed on the Captain, who looked as skeptical as the rest of his uniformed crew.

"You give me up to the Goblin." Peter boldly spoke.

"Give _you_ up to the Goblin?" the Captain scoffed incredulously.

"On a silver platter." Peter commented, lifting his red masked head to challenge the Captain. Gwen jutted her jaw out with bravado and bit the edge of her lip, proud of her Bugboy.

"This isn't the time for fairy tales and Superheroes! This is the time for action, Military action!" The Captain roared, running a hand across his white hair. Spider-man paced over to Gwen, looking over her shoulder at the algorithms. Gwen felt his heart beat against hers.

"I'm proud of you." He whispered in her ear.

"For what?" Gwen whispered back.

"Putting your differences aside, to help me, to help New York. I'm so proud of you, and so's your Dad." Peter leaned back, the cheeks of his red mask rising with a hidden smile. Gwen smiled back, nodding to herself.

"How did you even get on this ship? Who are you?" The Captain spat at him. Peter scoffed and pointed at the mask.

"Uh...kinda defeats the object of the mask if I tell you, huh?" he shrugged, Gwen giggling into her palm, Connors grinning to himself. The Captain was not amused. "Look...I made him. It's my duty to stop him."

"And how on earth did you _make_ him?" The Captain crossed his arms. Spiderman shrugged, rubbing the base of his masked chin with a stitched up gloved hand.

"I failed to kill him the last time we met...I destroyed whatever good resided in him still, and now all that remains is the pure form of a monster. No alter ego to dissuade the evil, just full on bad guy."

"And how can we be sure you'll succeed this time?" The Captain asked the big question, the entire room all looking to the red and blue clad figure in the center. "How can we believe you'll stop him? How can one man stand against an army of hundreds?!"

Peter thought long and hard, the silence deafening as he tilted his wide lenses up to view the man. Peter shrugged. "Because I'm Spiderman..."

"And will that truly be enough?" The Captain scoffed incredulously.

"...And I'm_ not_ alone." He looked at Gwen, at Danny, even at Connors. "I never have been." He smiled beneath the mask at Gwen. She smiled back, batting her fringe out of her eyes.

"Well, as touching and heroic as that sounds, I'm afraid that I cannot and will not put the fate of entire city in the hands of a teenage super human." The Captain turned to the crew, hands held behind his back. "This message goes out to the entire crew of the _USS George Washington_. Do not, under any circumstances let this Spider-man or his friends leave the ship. In fact, detain Spiderman, we don't want him fiddling with things."

"No, wait! You'll kill everyone! He wants me, I'm giving myself up, let me stop him!" Peter shouted, muffled by fabric slightly. Gwen turned to the Captain, Danny sighing and pinching his brow in the corner.

"No, don't, leave him alone! Let him go! If you do this, your soldiers, those people will all die!" Gwen shouted as two armed officers gripped Peter's spandex covered wrists, holding them behind his back. Peter made no attempt to even fight back, too tired and low on moral. Cold steel brushed his wrists as a pair of handcuffs clicked around his restrained hands, the two guards stood beside him all the while.

"I'm doing my job. Now, stay out of the way of this operation. That is an order." The Captain snapped, walking away from the table. "Please continue working on that cure please Doctor Connors and Miss Stacy. I want the Destroyer class vessels to make their way towards Manhattan. The operation will be underway the moment they finish the algorithm!" The Captain announced, stepping out of the room.

Peter was left standing deflated in the middle of the Command Center, looking at Gwen through heartbroken lenses. Gwen mouthed an "I'm sorry", turning back to silently study the formulas, to get an antidote ready, to have some kind of way to even remotely stop the Goblin. Peter looked at the armed guards stood by every exit, hands resting on the black leg holsters on their right hip. He was now trapped on the ship, unable to save the city.

"Sorry kid." Danny sighed, patting the red fabric of his shoulder, feeling the rubbery webbing pattern against his fingers. Peter simply let his shoulders sag and his masked head list forward with a groan. "But, could you really see the military giving the fate of a city to a teen dressed in spandex?" He gave the cold hearted truth. Peter sighed, shaking his head.

"Guess not. Now what?" his lenses looked up at Danny. Danny sighed, looking at the guards beside him.

"Ah, just have a little faith in your amazing Girlfriend. She's not called the brains for nothing." Danny smiled, walking away, leaving Peter to snap to attention and eye the back of Gwen's head.

Connors sighed and wrote the Gathoric Grenolium Algorithm down on the paper before him. "I'll never understand them. They have what the Goblin wants, yet they won't trust that Peter has the capabilities to stop him."

"Yeah, well...People tend to lose hope when everything's falling through their fingers." Gwen mumbled, writing down the details of the formula. "It happens, I guess." Gwen sighed, writing the numbers and letters down on her pad.

"Peter stopped me. I just wish that...I-I'd had more control of my mind..." Connors sighed.

"Don't. I don't wanna talk about it, okay? I just want to finish writing this." Gwen sighed, pinching her brow and gulping back a tremble of emotion. Connors clicked his throat and nodded, writing the algorithm. "It should be easy enough to cure, all we need to do is dilute the compound that's been spread over Manhattan."

"When we originally designed it, in the early Nineties, Norman and I saw it as being a much too violent and insane serum. The power it gave the user was unimaginable, but the heavy toll on their minds was...too much to bear." Connors scribbled with the pencil. "I designed a small serum a year or so later, a cure to inject to the host if the human trials went wrong. Only we never got to human trials, and it was simply thrown into Special Projects and forgotten, along with the rest of their dirty schemes."

"So...wait...you'd already made a cure?"

"A tiny vial of it, yes. It was destroyed or lost long ago, but I think I can recall the formula. We'll have this done within the hour...especially with your expertise." Connors smiled at Gwen. She bit the inside of her cheek and turned to her notes. "We can do this, We can." Connors boldly stated. Gwen stared at the desk.

"So I want you to go to your room and kiss your brothers goodbye. Tell them a story. Make them know you're safe, before all this comes to fruition." Connors stared into Gwen's eyes. "Go and say goodbye." He smiled. "I can finish this. With what you've given me, I'll have the algorithm ready within the hour."

"Wh-What do you mean goodbye?" She gulped. Connors took off his glasses, looking at her fully.

"Oh Gwen. I know a cross breed when I smell one." He sniffed the air - like a lizard. Gwen looked downwards. "When Danny told me about your coma...when you were in Hospital...how Peter had saved you with his blood...it was a matter of time, wasn't it?

"That heroic flare in your heart, matched with the DNA Peter infused within you...I think they'd need a team of hundreds to stop you going to Manhattan, wouldn't they?" Connors smiled. Gwen scoffed and shook her head at the floor. "Besides. I'm going to need your help to Synthesize this antidote, am I not?" He grinned. "Go to your brothers."

Gwen huffed and set her notepad down with a slap, turning and strutting away from the table. Time seemed to slow down as she walked by Peter, her emerald eyes locking onto his reflective white lenses. Her fingers brushed his side as she walked past, smiling softly to him, caringly.

"Everything okay?" He mumbled, trying to shrug off his two guard chaperons. Gwen smiled and nodded, turning and strutting up the steps with clanking boots, the nurse's skirt she'd borrowed in her escape from Oscorp earlier billowing around her thighs. Peter nodded and lowered his masked head, sighing beneath the fabric.

Connors took Gwen's notes and used them to complete his algorithm, smiling to himself.

Down the hall of the ship, feeling it list and sway in her sloshing stomach, Gwen paced up to the doorway of her Brothers small room of bunk-beds. Gwen stood outside the door, closing her eyes and biting her lip, stemming her heart's speedy beat. She listened to the three brothers chatting and bickering, also the voice of her Auntie Sarah in there with them. Gwen gulped and stepped into the doorway.

"Hey guys!" Gwen sniffed, throwing on a fake beaming smile. Her brothers lit up, smiling back. Sarah somehow knew that Gwen had something on her mind, as she smiled and stood up, pacing between the tight Bunks and up to Gwen.

"Hey." Gwen smiled at her. Sarah smiled and kissed her forehead.

"Be safe out there, please..." Sarah sighed a whisper. Gwen gulped and realized how transparent she must be. She nodded and Sarah smiled, gently stepping beside her, the bump of her unborn baby growing more prominent every day. Gwen sighed and looked back at her expectant brothers.

"Hey, you okay sis?" Howard asked, licking his lips. "Wh-What's going on?"

"Oh umm..." Gwen batted her fringe aside, stepping inside the cubicle. Simon looked down from the top bunk, Phillip smiling up at her from the one beneath and Howard on the other side. Gwen bit back a choke and sat beside Howard.

"I love you guys." Gwen sniffed, holding her arms out. Her brothers slowly ventured in, hugging her, Gwen balling them up tight in her arms. Howard chuckled against her cheek.

"Sure you're okay sis?"

"Uh huh...it's just..." Gwen blew out a breath. "I've gotta go back to New York soon." Their eyes lit up. "Not to go home, not yet, but to help synthesize a cure to save the city."

"But won't that be dangerous?" Simon asked with wide eyes. Gwen bit her lip and nodded.

"Yeah. Probably. But I'll be okay, hey guys? I'll be okay." Gwen smiled. "I will, I promise. I'm gonna have the army looking after me." She lied, but seeing them breathe out relief made her know it was the best thing she could do. Make them feel like their sister was safe.

"Where's Peter?" Phillip asked. Gwen had to lie...again. She sighed, thinking quickly.

"Oh, he's coming with me. He'll keep me safe."

"He better." Howard grumbled. Gwen chuckled and looked at him.

"Still don't think he deserves to be your sister's boyfriend, huh?" Gwen smiled. Howard shrugged.

"Well...I'm a bit over protective of my big sis. I umm...I didn't like seeing you so upset before." He sighed. Gwen hugged him tight, stroking his back.

"Thank you." Gwen mumbled, kissing his cheek. Howard groaned and wiped his cheek with his palm. "Oh, get over it." She laughed.

"So...you're gonna be safe, right?"

"Of course." Gwen gulped, looking at Howard and Simon and Phillip, all she had in the world. She gulped and nodded, hands sat atop her bobbing knees. Howard knew the truth though, biting his tongue no longer.

"...you're saying goodbye, aren't you?" Howard gulped. "Like Dad did before that night..."

"No, no, nothing like that...But I am saying goodbye. Not forever, god not at all." Gwen shook her head. "But until we fix the mess that monster made, and bring Mom home safe and sound."

"But...w-we don't want you to go." Phillip sniffed, pushing up his glasses. "I don't want you to go!" He cried, hugging Gwen around the waist. "I don't wanna lose my sister!"

Gwen bit her lip and closed her eyes, but tears still fell. She lifted Phillip up with a groan and sat him in her lap, looking at the bleary eyes behind the glasses.

"Hey. No tears. When I was kidnapped a while back, by that mad hunter...I thought a lot about you guys. But none of those thoughts were of you upset or crying. So don't cry now, smile!" Gwen trembled as Phillip sniffed, wiping his eyes. "Smile so I can remember those big cheeky smiles." She rubbed her nose against his, Phillip laughing. Howard smiled too, as did Simon. Gwen looked at all three of them. "Smile for me, and smile for all of us, cos we're gonna make this all better, I promise..."

"You promise?!" Simon beamed.

"I promise. I'm gonna bring Mom home safe, and we're gonna be one big happy family, like Dad always wanted us to be." Gwen smiled softly to them. "So yeah, this is goodbye, but only for a little while, okay? Cos I'm coming back. I've got so much to come back too." Gwen kissed Phillip's forehead.

"I love you guys, so, so much." Gwen stood up, setting Phillip down. "Hey. Here. Peter gave this to me..." Gwen took off her necklace, handing it to Howard. "...If you feel scared for me, or anything like that, just look at that heart, and know I'm coming back."

"Yeah...we will." Howard beamed. Gwen sniffed and stepped back out of the room as Sarah made her way back in to look after the boys. She winked at Gwen and blew her a kiss. Gwen nodded and slowly turned her back, sucking in a brave breath and walking away.

...

Time had sifted through skeletal fingers, the deadline to the Goblin's execution of New York growing closer. Connors stood on the top deck of the Aircraft Carrier, his lab coat and blonde hair billowing in the breeze, watching the fleet of Destroyers heading towards the amber rising sun in the distance, amongst columns of towering black smoke, Manhattan on the Horizon. He sighed and looked down at his palm, opening it to see the scrunched up paper with the cure algorithm.

"Got that cure sorted?" Danny asked, stepping beside him. Connors nodded and stuffed the paper in his coat pocket, watching the fleet heading out to war, leaving wakes of rippling and foaming white streaks in the writhing blue waves.

"Yes. Gwen's notes shaved days off of formulating this. She always was my star pupil." He sighed, feeling the cold winds batter his skin. Danny nodded and crossed his arms.

"Yeah, she's a genius alright. She's got more guts than any of us, a smart head on her shoulders. She's gonna do wonders, I know it."

"As Spider girl?" Connors sighed. "The idea of her throwing herself into that vigilante lifestyle frightens me."

"Mmm, me too. But, the end of the day, it's her choice...besides...she's not gonna be alone in it, is she?" Danny smirked.

"No. Peter is an extraordinary boy. I have such high hopes for him too." Connors sighed contently. "I wish I had such high hopes for how this finale is going to play out. They're going to be slaughtered."

"Or infected. The Goblin still has the Ganali device. We need to get into the city another way. Get you and Gwen to Oscorp Tower to formulate that cure."

"Indeed. But how?" Connors asked. "We've been incarcerated aboard this vessel." He grumbled, rubbing at his right arm's stump. Danny nodded.

"Yeah. Well...I never really was one for following rules." Danny mumbled. Connors snapped his eyes to him. "I found us a small boat in the rear of the ship. If we can get to it, I can drive us out to New York, get you guys into the city."

"Danny...they'd take your head."

"My head's already wanted by so many." Danny sighed, looking up at the Navy heading out to New York. "I'd rather be imprisoned for saving a city, than sit on this ship following rules and watching them all die."

"When you say it like that..." Connors trailed off. "Where are Gwen and Peter now? I haven't seen them for god knows how many hours."

"I managed to get them to take off his cuffs. He's with Gwen, in the room at the back of the ship."

"Pray tell me, what are they doing? We have mere hours till that deadline the Goblin spoke of. They've been back their for nearly six hours..." Connors grumbled. "We're running out of time, if we _are_ going to do anything."

Danny smirked. "You know, you'd be surprised what materials you can find on a Navy vessel. White, red and black Spandex, red and white silk..." Connors looked at Danny skeptically. "A load of contraband items were confiscated by this vessel a while back. They stopped a shipping vessel out in the Baltic sea. They found weapons galore, grenades, Extremis canisters, and _a lot_ of counterfeit clothing that was gonna be brought into the US. Guess this ship has yet to dock and drop it all off. I'm sure they won't miss some different colored Spandex and plastics." He chuckled to himself.

"Really? The Navy care about that?" Connors scoffed.

"Nah, course not. But it was gonna be smuggled in and sold as _Gucci_ and _Superdry_ stuff. Oh, and they used it to hide the weapons, so the Navy took it all. Weird world we live in, Curt."

"Indeed. Even weirder now." He sighed, looking at the scaly patches on his arm. "So...what exactly are Gwen and Peter doing with those fabrics?"

"Well...I figured Peter would want to patch up the suit properly. He had the spare time on his hands being incarcerated and all..."

"B-But he wears red and blue? What about the white and black?" Connors asked. Danny smiled at him proudly and looked over his shoulder at the runway, his grin spreading wider.

"Well, every hero needs to hide their identity."

They both looked across the runway, seeing two Spandex clad figures walking down the length of the ship, bravado and prowess to each strut. The red and blue of Peter's suit was brighter and more vibrant, cleaned up and replaced with new Spandex. His bold white lenses had been polished up and the spider on his chest had been cleaned of all dry blood. He looked brand new, except for the black stitches that held it all together.

Connors eyed the figure walking beside him, his eyes widening. "Is that...?"

"Yep." Danny chuckled.

Walking through the steam venting through small slits in the ship's runway, the curvy and slightly shorter female figure besides Peter stepped out of the wobbly haze of heat. She was clad in figure hugging white and black, fingers of black fabric running up her chest, joining the black bottom half to the top white half. Bright cyan shoe soles were stitched into the fabric of her feet, pacing across the runway with bowling shoulders and held high head. The insides of her upper arms were patterned with red fabric, slotting into the white Spandex of her chest, the red being styled with cyan webbing. Her white mask was simple, blank and plain, except for the faded out crimson outlines of her wide and bold white lenses. A hood of white hung over her masked head, the inside of the hood being crimson red and also styled with cyan blue webbing patterns.

"Damn, her Dad'd be so angry I let her do this." Danny scoffed.

"Or so proud of her for standing up for those who cannot stand on their own." Connors added, watching the pair of Spider heroes pacing over. Danny chuckled and nodded.

"Yeah..I'm inclined to believe that one more." Danny nodded. Gwen and Peter got closer, arms swinging at their sides, fists balled up on the ends. Gwen's white gloves tightened and her masked head lifted to looked at Peter from beneath her hood. Peter's red Spiderman mask turned to her as they inaudibly talked.

"Well, look at you." Danny laughed as Gwen got within earshot, stepping before him and Connors. Peter stepped back, looking at the repaired Webshooters on his wrists. "Gave you scraps in a box and you made that outfit." Danny grinned. Gwen shrugged, lowering her masked eyes to her ensemble.

"Urm, yeah, well the blue shoes in lost and found came in handy, as did the metal pens...f-for the webshooters."

"Made her a pair of Webshooters, huh Peter?" Danny asked. Peter's masked head nodded.

"She's proved she's a capable swinger when we tried to escape Kraven."

"Did I? Cos I remember hitting a tree I think." Gwen looked up, her white hood billowing. Peter chuckled, shaking his head.

"Two heroes...One city...One Goblin." Connors smiled. "You'll do great, I know it."

"Thank you." Gwen nodded, looking at the white and red webshooters on her wrist. "Erm...Peter, I'm struggling here."

"How'd you make them?" Danny asked. Peter shrugged, helping Gwen adjust them as he leaned over her, gently cradling her wrists in his hands.

"Two old watches in the lost and found box. Two old motors in the engine room and some of my Biocable formula." He mumbled. "Ah! There you go Gwen, they're on."

"Thanks. This'll do for now." She motioned to her outfit, running her hands down her tightly black clad legs. Danny laughed.

"It'll do? Gwen, that's...that's the look that people are gonna worship! That's gonna be an icon the moment you swing through Manhattan. You're gonna forever be known as this." Danny exclaimed.

"Oh I love the design, Peter and I drew it for fun months ago...but...to finally be wearing it...it's exactly how I envisioned my costume to look." She looked at Peter. "Thank you. For all the help and for putting up with me."

"Hey, we're a team, remember? You watch my back, I watch yours." He smiled beneath the mask, bending down to press his forehead to hers. Gwen nodded, her chuckle muffled by her mask. Peter looked up at Danny, seeing the Navy heading out towards New York in the distance. "So...If we're gonna do this...we need to do it soon." Peter sighed, wide eyed lenses reflecting the ships.

"I finished the algorithm. Now I just need to get to Oscorp Tower and synthesize it. Do you think you two can get me there?" Connors asked. Peter nodded as did Gwen.

"Definitely." Gwen commented.

"Thank you. I'll make the antidote-"

"-And we'll get the Ganali device back off the Goblin." Gwen comment, her plucky and raspy voice full of nervous enthusiasm. "Just hope he hasn't destroyed it."

"Too valuable to him. He needs it to spread more of that Serum." Danny rubbed his chin. "I found us a boat. I'll commandeer it and get you guys to Manhattan."

"Ah, that's great!" Peter cheered. "Yes! Okay, okay, we still have a chance. Ah...but they've got guards on every corner, and they're not gonna think Gwen and I are asleep in that end room for long. How're we gonna get there?"

"Stay here. Connors and I'll get the boat, then you two jump down onto it." Danny shrugged. Gwen and Peter looked at each other and nodded their masked heads. "Unless you're afraid of heights." Danny laughed.

"Hah Hah." Peter dryly chuckled. "We'll wait for you here."

"I just gotta say goodbye to Sarah. Then we can go." Danny said, walking between Gwen and Peter. Peter pat his shoulder and Gwen squeezed his upper arm with a supportive pressure.

Connors nodded to the Spandex clad pair, walking past them and across the runway. Peter sighed heavily and looked at Gwen, his eyes raking over her lovely figure clad in that tight white and black ensemble.

"God, you look good." He chuckled, and she could almost see the cheeky grin behind the mask.

"Well, you don't look so bad yourself in that getup, Bugboy."

"Mmm, Buggirl." He grinned, Gwen rolling her concealed eyes. He shimmied closer. "Seriously, I could just eat you up in that adorable outfit!" he laughed, wrapping his arms around her, Gwen yelping and giggling.

"Seriously, stop!" She chuckled. They both calmed down and Gwen looked up at the white reflective lenses looking down at her. "Peter..." She sobered. "Can I confide something in you?" she asked.

"Of course, anything. You name it." he breathed, running his gloved palms up and down her Spandex upper arms. "Anything."

"I'm really, really scared." She whimpered. He sighed softly and tugged the sides of her hood, pulling a hand away to peel the bottom of her white mask up over her face. Slowly more of her porcelain face appeared. Full red lips, button nose, bright green eyes and thickly woven knots of blonde hair. He held the mask behind her head, keeping her hood up to conceal her face.

"Now you look at me, Gwen Stacy..." he said softly, Gwen lifting her emerald eyes to his lenses. "There is absolutely nothing wrong with being scared, okay? Me? I-I'm terrified of what's gonna happen. But I feel a lot better knowing that I have your capable ass watching over me."

"I'm not sure my ass'll be looking over you." Gwen smirked at him, looking down at her butt. "But my eyes sure will." She chuckled. Peter laughed and pressed his masked forehead to hers.

"I know you will be fine, wanna know why? Cos you are the strongest, bravest person I have ever met." Peter smiled beneath the mask, looking into her vibrant eyes. He sighed a deflated huff and raised his lenses to her eyes. "I'm gonna tell you something, about strength, I'm gonna, okay?" He whispered, pulling her so her body was flush against his.

"Okay, you've got my attention." Gwen chuckled wryly. "What is it?" she asked softly, lips parted.

"You'll find that strength can't be measured by the size of your muscles, by the size of your heart, but by the way you use_ that_." Peter gently prodded Gwen's forehead, eliciting a soft giggle from her lips. "It's how you use your brain, that's true strength. Because even the smallest hero can topple the biggest bad guy, by simply knowing how to knock his feet out from under him..." He brushed his gloved thumb across her chin, Gwen feeling the rubber webbing pattern drag on her sensitive skin. Peter sighed compassionately.

"...It's often what keeps us rooted to the ground, that turns out to be our biggest weakness." He stroked his thumb over her cheek. "You're what keeps me rooted Gwen, but you're also my biggest weakness."

"Peter..."

"So you gotta promise me something, okay?" He pressed his forehead to hers, her eyes mere millimeters from his reflective mask lenses. "You gotta promise me that you'll use that thing that makes you so, so strong...your brain. Stay safe, stay smart, please." He hugged her tight. Gwen wrapped her white spandex covered arms around his neck, looking into his lenses, seeing the eyes behind them, she swore she could.

"I will. As long as you do to." Gwen murmured, reeling her hands back and sandwiching her arms between their bodies, peeling his mask up over his lips, up to his nose. "Cos I love you so, so much Peter Parker. So don't you dare go off to play the hero without me watching your back, hear me?"

"I hear ya..." He panted, tilting his head and passionately capturing her lips, for they knew it could very well be the last ever time. Gwen moaned and whimpered, running her hands up the back of his masked head, closing her eyes as she suckled on his lips. Peter peeled his lips off hers, panting, strings of saliva glistening between them.

"I love you too..."

"No. Wait, don't stop kissing me, not yet." Gwen shook her head, nose brushing across his mask. "Just one more...one last certain kiss." She pleaded, capturing his lips between hers, both of them whimpering as they kissed passionately, slow and languid. Gwen peeled off, her lips swollen and panting. "...Just in case." She breathed.

"Hey, we'll be okay. We've been through so much together already, that I just know you'll be able to handle yourself." Peter whispered, hands wrapped around her slender waist.

"Connors...The Goblin...Kraven...Gustav..." Gwen sighed. "It _has_ been a busy year and a bit, hasn't it?"

"Yep, indeed." Peter stood up tall. "Now, let's go put an end to this nightmare."

"With you, Bugboy." she smiled, gulping. "...and you come back to me, you make sure you do."

"I love you, of course I'm coming back." He shrugged nonchalantly.

"Yeah well, I love you too, so make that a promise you damn well keep." Gwen challenged, wide eyes boring down on his. She pulled his mask back down and he handed her mask back to her. Gwen pulled it on and reorganized her white hood.

"I promise."

...

"Promise me you'll come back. Promise me you'll come back to me, please." Sarah pleaded against Danny's lips. He sighed, hands on her hips, feeling the pregnant bump against his abs. He lifted his head and looked into her eyes, brushing hair out of her swimming eyes.

"I promise I'll come back. I've got a baby to see into this world, haven't I." He smiled. He kissed her once more. "All those secrets of my past. I'm sorry I kept them from you, really I am."

"I know, I know you are. It's okay. We've worked all that out." Sarah pressed her palms to his chest. "I hope they pardon you for all you've done. You saved so many people when it all happened in New York. It's not fair that a good man should have to suffer."

"Thank you, babe. But I did commit those crimes, I did those bad things. So, if I have to go back to jail, then I'll do my time."

"But I don't want you to!" Sarah whimpered. Danny cooed and chuckled gently, lifting her chin with his finger and thumb.

"Aw, Sarah. Don't cry. I'm coming back to you, hell, you'd have to try and keep me away." He grinned as she laughed despite the tears in her eyes. Sarah sniffed and looked up at him.

"I love you." she whispered. Danny smiled at her.

"I know. I love you too." He kissed her passionately, lapping his lips over hers, breathing through their noses. He slowly peeled away. "I'm coming back. Of course I am. I've got so much to come back to." He grinned. Sarah chuckled, touching her sensitive lips.

"Yeah, you better." she smiled. "You make sure you do. Cos this little one wants to meet their Daddy, don't you bubba?" She cooed, rubbing her bump. Danny chuckled and nodded.

"I know." Danny smiled. "And I cannot wait to meet him too." He looked up at Sarah. "See? I've got so much to come back to. So I will, I promise." He kissed her once more, peeling his lips away. "I promise" he gulped, turning and walking away with a heavy heart. He wiped his eyes and blew out a shaky breath, trying his hardest to keep his emotions in check.

"I've gotta make amends...and stop the lunatic who dragged me into all this." Danny sighed, walking into the staircase, trotting down the metal grated platforms till he was before the armory. Danny huffed heavily and blinked to stifle the welling hot itch that came with fresh tears. He shook his head clear and sniffed, blinking hard. He looked to his Armour and combat fatigues bundled up atop a nearby weapons crate, bullet casings strewn across the top. He sighed and picked up his Helmet, looking at his reflection in the glass.

Meanwhile, Connors grabbed his files, stuffing them in his lab coat pocket, making his way past the crewmen, sneakily heading towards the back of the ship. "It's times like this that I remember a poem my Mother taught me..."

_"Do not go gentle into that good night,_  
_Old age should burn and rave at close of day;_  
_Rage, rage against the dying of the light."_

Danny pulled on his armor and bullet proof vest, face stern as he shrugged his shoulder plates into position. He lifted his Helmet up and gave it one last good stare, at his reflection. He gulped and nodded, pulling it up and over his head, sealing it tight. The lights of his armor charged and lit up red, small slits across his shoulders and forehead. He clenched his fists and made his way to the awaiting boat...

_"Though wise men at their end know dark is right,_  
_Because their words had forked no lightning they_  
_Do not go gentle into that good night."_

The Goblins of Manhattan all took to the skies atop a frothing swarm of green glowing Gliders. They swirled and buzzed around Oscorp Tower like it was a Hornets nest, the Green Goblin himself stepping onto his welded together Glider, creaking from the weight of Muscle and Armor. He grinned and nodded to Harry, as the younger Goblin took to the clouds atop his steed of curvaceous metal...

_"Good men, the last wave by, crying how bright_  
_Their frail deeds might have danced in a green bay,_  
_Rage, rage against the dying of the light."_

Gwen and Peter held their masked foreheads together in one last goodbye, both hiding their nervous tears and sniffles behind their masks, her hand stroking the back of his head and his on the small of her back. They shared inaudible I love yous, looking down as alarms blared and armed soldiers aimed at them, attempting to stop them from leaving. With their heels hanging over the edge of the Aircraft Carrier, Danny kept to his word, a black boat appearing beneath them, riding on wakes of frothing white foam. Gwen and Peter both leaped off the ship, landing with a thump on the small boat besides Danny and Connors. The scientist smiled to the masked pair, Danny pushing the throttle down and heading out towards the distant city...

_"Wild men who caught and sang the sun in flight,_  
_And learn, too late, they grieved it on its way,_  
_Do not go gentle into that good night."_

Helen hugged her knees and sobbed as the Goblin's hand grappled a handful of her hair, lifting her into the air, her wails hidden behind roars of Turbines. He held her before his chest, grinning a chaotic smirk of ripped and charred flesh and teeth. He turned on his Glider and held her up like a trophy, issuing the Goblins to not let their new city fall to Spiderman, to kill him and his friends on sight...

_"Grave men, near death, who see with blinding sight_  
_Blind eyes could blaze like meteors and be gay,_  
_Rage, rage against the dying of the light."_

Harry looked down at the Goblin, a flicker of emotion breaking through the Goblin venom in his veins and the control chip on the back of his skull, remembering what his Dad once was. He blinked his green glowing eyes and looked out at the distant Statue of Liberty. His gaze widened upon the fleet of Naval Warships rolling past the bold and defiant green woman, holding her torch high. Harry screamed "They're here!" and the army of Goblins took off like a swarm of wasps, ready to kill all in their path...

_"And you, my father, there on the sad height,_  
_Curse, bless, me now with your fierce tears, I pray._  
_Do not go gentle into that good night._  
_Rage, rage against the dying of the light."_

The Goblin's grin spread across Manhattan like the green fires that ripped across the Fleet of Vessels in the harbor, loud yet muffled bangs of cannons firing and shelling the edge of the city, as Goblins acted like teeth, tearing and grinding at the steel flesh of the Navy's might. War had begun.

* * *

**Authors Notes: And so it begins! Gwen's suited up, finally! War has begun! Hope you all enjoyed that chapter, and let me know what you think in the reviews! And don't forget to "rage, rage against the dying of the light!"**

**Poem is "Do not go gentle into that good night" by** **Dylan Marlais Thomas - Dave**


	34. We fight together, We die together

**Author's Notes: Boys and girls. It's been a long time coming. The final battle...**

* * *

**Chapter Thirty Four: We fight together, We die together**

**...**

"Great Power. Great responsibility." Peter summarized to himself, stood at the bow of the bobbing boat as it sped through the choppy waves. He lowered his masked head with a nod and turned, looking at Connors, Danny and of course his Blonde beauty, wrapped in white and black spandex. "Uncle Ben once taught me that they go hand in hand...they have to. Well, them? The Goblin and his minions? They have great power, sure...but they don't have responsibility." Peter shrugged his red and blue shoulders.

"Well we do." Gwen nodded, flicking her wrists free of nerves, bobbing on her cyan heels. Peter smiled behind his mask at his brave girl. Peter gave her an assuring nod, looking over his shoulder as they banked around the back of the tall Statue of Liberty, her prowess and undeniable magnitude shadowing the ocean waves. The boat bounced across the waves, their stomachs rising and falling nauseatingly. A loud bang echoed across the land, followed by a titanic explosion. Peter managed to peer past the Statue of Liberty's hip to see a trio of green Gliders swoop around a skyscraper, just as some kind of shell or missile disappeared into the towers glass wall, flexing and rippling as glass and metal exploded and flaked away from the tower. Peter groaned and gulped, his nerves frittering.

"Okay, so...plan?" Danny asked, hand pushed on the boat's throttle. Peter turned and faced his allies, looking at all three of them - as they looked at him for answers.

"Oh, what I-I'm in charge?" Peter pressed a hand to his chest, watching them all nod and shrug.

"Yeah, you are Spiderman and all." Gwen murmured.

"I'll have to concur." Connors nodded. Peter huffed and nodded, thinking of a plan as another earth shattering explosion shook the landscape. "Those explosions do not fill me with confidence." Connors breathed into his palm, rubbing his chin.

"Okay...w-what about forty second street? That's a straight line to Oscorp Tower, right?" Peter nodded enthusiastically, only excelled by his wide white lenses.

"Peter...it's open as hell. They'd bottle neck us. We'd be dead by the time we hit the coffee shop." Danny grumbled. Peter sighed...looking down at his feet to think harder.

"I may have an alternate." Curt stated, rubbing his glasses on his coat pocket. Gwen and Peter looked at him through reflective lenses. Connors sighed and licked his lips, his blonde straggly hair frittering in the breeze. "The sewers. I am...well acquainted with them." he grumbled. Gwen nodded to herself and stepped away from Connors, remembering bitterly how he'd murdered her Father.

"It could work though." Danny stated, rubbing his chin. "Okay, we get ashore, find a sewer drain cover and head below, out of sight."

"I'll find the Goblin." Peter stated, ignoring all their wide eyed stares. "I find him, I find the Ganali device. Then we cure this city." He nodded.

"I'm coming with you." Gwen stepped forward. Peter shook his masked head. "It's not a question. I am coming with you, for better or worse." Gwen snapped from behind her mask.

"Those explosions are getting louder...and more frequent." Connors exclaimed. Their small boat bobbed around Ellis Island, and finally the harbor opened up before them, revealing a world of carnage and war. Their eyes popped wide as the Navy fleet lay in ruins, clouds of thick black smoke choking the sky, venting up from splits and cracks in the sinking and capsizing vessels.

"Oh my god!" Gwen exclaimed, cupping her masked mouth, watching as Goblins roared overhead, dropping missiles and bombs from their Gliders, ripping the ships apart in massive vibrant blazes of red and orange balls of expanding fire. Peter and Gwen could feel the heat dry their concealed skin and cook the webbing on their suits. Danny threw the boat's throttle into reverse, the frothing waves in it's wake calming and spreading out.

"We've gotta find another way around!" Danny shouted over the scream of twisting metal. A shadow slowly began to dwarf their boat. Peter and Gwen's spidey senses alerted them, ringing in their ears and jostling down their spines. They peered up at the continent of steel and smoldering flames, rearing up as the ocean began to eat at the sinking vessel. The Destroyer screamed and wailed as it stood upright on the waves, bubbling and frothing water foaming around the sinking aft of the ship. Mangled cannons snapped and fell from the Bow facing the sky, splashing down into the bay with huge sprays of salt water. People screamed and fell from the ship, clattering against hand rails and even the snapping and peeling away radio mast.

"We've got to help them!" Peter shouted, aiming his wrist at the teetering vessel, sinking by the minute, smoke and ravaging fires enveloping the grey steel. Danny grabbed his wrist.

"Stick to the plan!"

"This is the plan! No more innocents die!" Peter exclaimed. He looked to the white outstretched wrist beside him, Gwen staring at him. "Gwen..."

"I'm coming, so deal with it!" She snapped, shouting over another titanic explosion that bulged steel and ripped through the belly of the upright Destroyer. Peter didn't have time, so with a heavy sigh, he nodded.

"When it comes to swinging...don't think, okay? Let your instincts control you! Trust me!" Peter shouted, leaping off the boat's bow and firing a web to the burning heap of twisted steel and mangled iron. Gwen followed suit, leaping and firing a web, swinging behind him. Gliders wailed around the sinking vessel, firing missiles at the stricken and defenseless ship's belly. Both Peter and Gwen landed on the ship, toes and fingertips pressed against the now vertical ship's deck.

"You okay?" Peter asked loudly. Gwen nodded her hooded head. His head blared a warning and he quickly rolled aside, a massive chunk of flaking metal tearing past him, splashing into the ocean below. Gwen panted, looking at Danny's boat as it went around the other side of Ellis island, out of sight and harm.

"We gotta get up there!" Gwen exclaimed, pointing up at the bow of the ship, facing the clouds and blue sky above. A soldier screamed and fell past her, clutching at air to save him, flailing out of control. Gwen fired a web and it latched to his hands, stopping his rapid descent. The man swung from her silvery cable, gently splashing into the water, swimming to shore as quick as he could.

Gwen looked back to see Peter beginning to climb the ship's vertical deck, rolling aside as another falling free cannon wailed past him, smoldering till it hit the cooling waves. Gwen leaped and crawled up the deck, over handrail obstacles and ducking against the ship's warped spine as flaking metal peeled and fell away.

"Don't think...just feel. Got it." Gwen murmured to herself, grabbing onto a handrail and swinging herself up and over, pressing her feet to the steel to push up and away, firing a web up to the bow of the ship, climbing up it and running her feet up the decking. She looked to the side to see Peter doing essentially the same tactic. He swung up and perched on an inverted handrail, looking at her through wide lenses. Gwen nodded to him and he nodded back, both leaping up the final length and to the bow of the ship, where the biggest cannon sat proudly on the nose, now crooked and burning in golden flames.

Choking black smoke rose up into the air, Goblins circling the pillar of black soot. Both Peter and Gwen felt the ship groan and flex beneath them, looking down the length to see the middle section of the vessel finally snap and buckle. Decking cracked and split apart like tense fabrics, the bow of the ship beginning to pull back down to earth.

"Whoa!" Peter grabbed onto the cannon's barrel, Gwen doing exactly the same. The damage to the destroyer had claimed it's life, finally snapping the upright vessel in half down the middle. The bow groaned and wailed as it fell free of the other half, now submerged beneath the frothing maelstrom. "Hang on Gwen!" Peter exclaimed, just as the belly of the front half splashed down on the waves, huge walls of sea spray raining up over their heads. Gwen panted and they both slammed against the deck from the splash down.

"Urgh." Gwen groaned, rolling over onto her feet, looking up at the City before them. The harbor was filled with destroyed Navy vessels, some almost fully sunken to the blue depths. Fires roared and ripped across the grey vessels, black veils of smoke reigning supreme over the once blue sky.

"They should've listened!" Gwen groaned, watching the carnage unravel before them. "It's a slaughter, Peter!"

"I know, I know. But we've gotta find the Goblin and end this!" He exclaimed, masked eyes flitting over the raging war.

"Th-This is just going to keep escalating, it-it'll just keep getting worse till there is nothing left to fight over!" Gwen loudly panted, looking out at the distant Oscorp Tower, draped in silver cloud and fog. "There...That's where he'll be." Gwen snarled, pointing an unsteady finger at the Tower within Manhattan.

"Yeah...Yeah, good call." He pat her shoulder, feeling the severed half of the ship they were on begin to fill with water, sinking below the waves. "Let's go." He leaped off the bow and weaved through the black smoke clogged air, firing a web up and over the capsizing hull of a gargantuan Navy Vessel. The silvery strand wrapped around the warped radio mast stood high above the smoldering bridge. Peter's eyes latched to a wailing Glider roaring towards the listing vessel, half of it's deck submerged in lapping water. The Goblin drone cackled a high pitch laugh, missiles extending from the Glider's wing tips.

Peter pooled all his weight into his heels, outstretching them and swinging around the mast over the bow of the vessel. Peter crashed feet first into the Goblin's chest, knocking the being off his Glider. His cackles became roars of anger, his somersaulting body cracking against the side of the Vessel, shattering plates of armor, the lifeless body splashing into the ocean, along with the spiraling Glider. Peter landed atop the deck with a thud, standing from his perched position, eyes raking over to the Oscorp Tower, peaking over the tops of skyscrapers.

A gust of whooshing wind swung by Peter, Gwen landing beside him with a thump.

...

Harry's Glider wailed over the top of Oscorp Tower, the being riding it leaping off and grabbing onto the curved architecture, digging his armored heels into the metal to slide down it atop a spray of sparks. He jumped off the last feet and landed with a concrete cracking thud. Harry's Glider continued to fly and orbit the Tower, the fallen Osborn peering to the Mastermind behind it all.

The Green Goblin pulled his black cloaked hood down off his head, sitting atop his hovering Glider like it was a bench. He stepped onto the cold concrete, pacing across the Oscorp Tower rooftop.

"This is the victory I promised you, Harry." The Goblin cackled, outstretching his arms joyfully as he watched the explosions and pillars of smoke rise and erupt from the distant blue waves, beside a clouded Statue of Liberty. "Where we take Parker's charge...and burn it to it's core." He clenched his fist, a sadistic grin spreading across his ripped face.

"It seems to have worked. Parker is here." Harry exclaimed in emotionless tones, his green glowing eyes peering at the Goblin. "And he's brought a sidekick."

The Goblin spun around, digging his finger into the hole in the left side of his skull, scratching at an itch atop his mangled brain lobe. He pulled the finger from the hole, flicking a chunk of flesh off his talon. His cold green eyes flared at Harry.

"What do you mean he brought a friend?"

"A female. White and black costume. She has his abilities."

"Mmm...Blondie?" The Goblin sneered, questioning himself. He slipped a talon into one of the torn and frayed flaps of charred flesh peeling from the bone of his left cheek. "Is that how he saved you?" He mumbled, dislodging a chunk of aged shrapnel from within his cheek. He rolled it over his tongue and spat the silvery chunk out. "Oh this is fantastic. Parker seems to have past on his gifts to his gal. Tssk."

"So sure?" Harry asked, tilting his green skinned head. The Goblin grinned and stood up tall.

"Oh very. No doubt in my mind. Let them come." The Green Goblin snapped. "Bring the Ganali device to the roof. I'm tired of these Navy boys. Get ready to fire another vial of the good ol' green stuff. Let's give Parker a reason to fight." he laughed, coughing and wheezing as his torn and ravaged chest plate expanded. Filaments of shrapnel filled his mouth, coughing them out and wiping his mechanized sleeve across his jaw, old skin tearing away against the sharp steel.

Harry watched the Goblin wheeze and stand upright, peering his piercing gaze at him. "What are you staring at? Go!" The Goblin exclaimed, watching Harry nod and jump off the side of Oscorp Tower, his Glider sweeping below him and catching him mid decent. The Green Goblin coughed and looked down at his blown open chest plate, fingers prying at the folds of melted metal. He grit his shattered dentures and poked at the revolving generator of green glowing light, the power core for the suit - the power core for the healing mechanism - the only thing keeping this corpse animated - the Green Goblin's life source. He growled and withdrew his hands, pulling his black hood over his scalp.

...

The Naval fleet in the Manhattan harbor was being pulverized, huge expanding rolls of lapping fire exploding across their creaking hulls, frothing waves pulling them deep down to the bottom. Peter and Gwen leaped and bounded across the listing and sinking Destroyers closest to the shore, mangled heaps of metal and smoldering fires raging across the deck.

"We can get across from here! Swing around that crane?" Gwen asked, pointing to the skeletal arm bowing over the side of a nearby skyscraper. Peter shook his head.

"Too far. Webshooters don't have that kinda range-look out!" He grabbed her around the waist, throwing himself down against the deck as a massive explosion tore across the deck, bulging the steel upwards and cracking the ship open like a walnut. Peter groaned and rolled onto his side, the back of his costume singed and stained black. Gwen looked up as the Glider wailed overhead, turning around to commence another bombing run. Gwen growled and grit her masked teeth, standing up and stomping over to the raised cannon on the bow of the now diagonal ship. Water lapped at her heels, but she gave no care.

"You!" She pointed at the panicking crew within the groaning command Bridge of the vessel. They stared at her - dumbfounded - through the glass. "Get ready to fire!" she shouted till her voice cracked. Gwen fired two webs to the huge barrel and dug her heels into the deck, tensing her muscles as she began to slowly make the huge cannon turn. Cogs groaned and grated as she hauled the cannon in the direction she desired. The Glider and cackling rider wailed around the side, quicker than she'd anticipated. The random Goblin atop it laughed and threw an orange grenade at her.

Suddenly a silvery strand caught the grenade, Peter swinging the grenade up over his head and releasing it, returning it to sender. The Goblin's grin left his face as the grenade blew up beneath the Glider, cracking it in half in an eruption of green fire, throwing the rider into a somersaulting fall till he hit the water with a clap.

"Better idea! Aim it at Oscorp Tower! Let's get the coward's attention!" Peter shouted, head constantly flicking from one explosion to another.

"What if I hit the labs?!" Gwen panted. Peter looked at her, calming her with his wide white lenses.

"You won't. Remember what I said? Don't think...just let your instincts take over." Peter smiled, leaping up into the air and firing two cables to a pair of flying Gliders, latching to their undersides. The two grinning riders looked between them as Peter swung up, swirling through the air and landing atop one of their mechanical spines. He ripped out a handful of wires at the base of the spine and kicked him off the Glider, sending both falling in a spiral of green fire and smoke to the water below. Peter leaped to the second Glider, hooking his fingers onto the Goblin's chest plate. He pushed his feet against his abdomen and launched him off with a ferocious kick. The Goblin wailed and swung at the air, falling to the once blue waves below. Peter stood atop the riderless Glider, nodding to Gwen.

She nodded back and grit her dentures, heaving on the cables to aim the cannon at Oscorp Tower, deep within Manhattan, onto the spiky top of the tower visible above the sea of Skyscrapers. Gwen heaved once more and the barrel lined up with Oscorp Tower. Gwen panted and felt her muscles groan, flooding with lactic acid. she leaped onto the top of the cannon's hinge, firing two webs at the silver barrel, pulling it up to the angle she desired.

"Grr...come on...come on..." Gwen growled, feeling it click as the Cannon moved up, grinding the cogs within. "There!" she let go, looking at the angle, perfectly aimed at Oscorp Tower. "Please...work." she panted. Gwen looked over her shoulder at the command Bridge. "Fire!" she shouted, closing her fist and pointing forward. The men nodded, following what she'd said. Gwen back flipped off the cannon and landed on her toes, watching the Cannon recoil back as a massive bang echoed.

A shell wailed through the smoke choked air, Gwen holding her breath as it sailed silently across the skyline of Manhattan. The wobbling reflection of the shell flexed across the glass of orbiting skyscrapers, dropping as velocity began to dissipate from the shell. Gwen gasped and held in her breath, whispering a plead.

The Green Goblin looked up and his eyes widened as the wailing shell angled down on the rooftop of Oscorp Tower. He threw himself into a sideways roll, just as the explosion tore across the roof, cracking concrete and slicing through the warped metal of one of the architectures huge lit up prongs. The triangular wall peeled and snapped, buckling under the explosive pressure. The Oscorp Logo tore away from the Tower, tumbling down the side of the skyscraper, smashing windows and ripping the hexagon patterned steel away from the tower's skin. a massive thump echoed as the heaps of metal landed in the street below.

The Goblin stood up with gritted teeth, pacing across the sunken concrete, feeling it crack and sag under heel. Choking black smoke enveloped the rooftop. He growled and stared at the Destroyer in the harbor, shaking his head.

"All Goblins! Assault that ship! Kill them all!" The Goblin's voice boomed across Manhattan, followed by a wave of grotesque coughs. "You want to play with me? Okay? Okay, I can do that..." The Goblin sneered, pacing back across the roof with venom in his eyes.

Gwen stood up and watched the muffled explosion erupt over Oscorp Tower's rooftop, seeing a section of it peel and fall away out of sight. Gwen panted, her heart drumming her ribs. She quickly turned at the sound of a Glider, seeing Peter sat atop it, feet swinging over the edge like a child.

"Guess who got a Glider?" He giggled. Gwen scoffed and shook her head.

"How?" She asked, pacing up to him. He shrugged his spandex shoulders.

"Took it. Mine now."

"Uh huh." She nodded her white masked head.

"We can use it to get into the city. Maybe get to Oscorp Tower. Hop on." Peter stood up on it, looking down at the feel panels and pedals. Gwen grabbed onto the long arched wing and hauled herself up onto it. He watched her stagger across the twitching prongs of the Gothic wings, standing behind him, wrapping her arms around his waist for security.

_\- "Peter! Kid, it's Danny!" -_

Peter pressed his gloved index fingers to his right masked ear. "Danny? H-How can I hear you?"

_\- "Took the liberty of installing small communicators into the fabric of your masks. Easier to stay in contact...e-especially when you insist on dressing in streamline skin tight suits. Don't leave much to the imagination Parker." -_ Danny chuckled over the crackly communicator.

"Get to the point, Danny." Peter huffed, Gwen listening in on her own earpiece.

_\- "Connors was right. We're in the sewers. He's taking me down these long tunnels...should be safe underground. He's saying we can get straight to Oscorp this way." - _

"Okay, okay cool. Gwen and I've found a Glider."

_ -"Found?" - _

"Borrowed." Gwen added. "We'll give it back...m-maybe...and not in one piece if I know Peter."

"Hey, I can be careful. Just not often." Peter mumbled.

_\- "Cute bickering kids. So I guess I'll do all the work then, huh?" -_

"Sure. Sounds fair." Peter rolled his concealed eyes. "We'll meet you there. We've gotta do this soon, otherwise the Navy's in real trouble!" Peter huffed, ducking instinctively as an explosion went off.

_\- "Sounds good. Be careful, we'll meet you there. Get that Ganali Device! Out" -_

"Uhh...y-yeah. Out." Peter shrugged. Unsure if the call had finished. He shook it off and looked at Gwen behind him. "So I'm just gonna do it. See if I can make this thing go forward...uhh...onwards, my steed!" Peter shouted, pointing forward. The Glider didn't respond, content to simply hover in the middle of a war. Gwen sagged her shoulders and raised a concealed eyebrow behind her mask.

"Really?" she dryly asked. Peter huffed and looked down at his feet. He tilted his toes forward on the built in pedals, and they both felt the Glider surge forward suddenly. Gwen and Peter staggered slightly, catching their balance.

"Okay! Th-That works." Gwen nodded quickly. Peter blew out a breath and looked forward, eyes latching to the pillars of black smoke climbing away from Oscorp Tower. He tilted his toes forward and the green glowing turbines wailed, launching the Glider forward at great speed. Gwen and Peter hunched forward to stay on the board, tilting the wings as they bellowed around shattered skyscrapers.

The Glider roared across the sky, between crippled skyscrapers, Oscorp Tower in their sights. Gwen felt her hairs tingle and she peered over her shoulder at the two Goblin Gliders in pursuit. The beings atop them laughed and threw orange grenades in their direction. Gwen turned completely, pressing her back to Peter's.

"Gwen?"

"Keep flying!" she shouted, aiming her wrists at the Goblins. Gwen panted and squeezed the trigger pads, silvery cables leaping out from her throbbing pulses. They caught the front prongs of each Glider. She saw the Goblins look down and stare at the attached cables, knowing they were thinking of how to remove them. Gwen gulped her bravery and tilted her head to Peter's ear.

"Keep going towards Oscorp Tower. Don't stop, don't come back for me. I'll be okay." Gwen pressed her masked lips to his ear.

"Wait, what?!" Peter shouted, feeling Gwen leap off the back of the Glider, towards the two pursuing ones. "No!" he called. Gwen held to the cables tight, passing between the Gliders. She shouted and pulled her wrists down, the ground nearing. The two sticky cables anchored from her hands to a warped streetlight, Gwen falling freely till she hit the hood of a car, crushing the metal under her lithe body, bouncing off of it and tumbling across the Tarmac, stopping lifelessly.

The cables pulled taut and the Gliders pursuing Peter suddenly stopped, slamming into one another and exploding in a massive ball of orange and green fire. The two demonic riders fell forwards from their steeds, crashing into the earth below, devastatingly.

"Gwen!" Peter shouted, digging his heels into the reverse. The Glider stopped, Peter spinning and staring down at the street, searching for any sign of her movement. "G-Gwen?" he panted.

_\- "Peter! Peter, have you got the Ganali Device yet? Connors and I are nearly at Oscorp Tower! Where are you?!" -_ Danny's voice filled his ear. Peter quivered and flit his eyes back to Oscorp Tower. He groaned loudly and against his heart, carried on to Oscorp Tower.

Gwen groaned and writhed on the cracked Tarmac around her body, hugging her aching ribs. She slid her feet up and lay in the fetal position for a moment, coughing. Gwen looked up from the floor at the swinging cables on the streetlight, smoke filling the air and smoldering Glider wrecks in the street ahead. Gwen lay her head back and chuckled to herself.

"Yay me." she coughed, groaning and sitting up, rubbing her ribs. "I'm good." she stood up on shaky feet, staggering slightly, looking over her shoulder at the crushed Cab she'd landed on. "Don't feel good...but...argh, yeah." she cricked her neck, pulling her hood up over her masked head. "Ouch...damn, my ass hurts." she rubbed the affect area.

Suddenly a loud whir sounded, making Gwen turn towards Oscorp Tower. She stepped back as a larger Glider descended, a huge being stepping off the top. The same Glider that had cartwheeled itself to oblivion within her destroyed bedroom. The rider's scarred face and hooded head made Gwen's stomach flip. It was him. The Green Goblin himself.

"Typical. I come seeking the Dog, but instead I find his leash!" The Goblin stomped across the tarmac. He lifted his wrist mid stride and fired a Grenade from the port on his Gauntlet. Gwen quickly back flipped onto the hood of the car she'd squashed earlier, watching the orange Grenade explode in the air where she once was. Fire and smoke enveloped the very air and a titanic bang erupted across the torn city. Gwen leaped backwards higher into the choking air, firing two webs at parallel streetlights. The webs pulled tight and slingshot Gwen back down, feet first and deathly fast. Her heels cracked down onto the Goblin's chest plate, sending him somersaulting back to rest at the hovering belly of his idle Glider. Gwen lightly flipped over and landed with gracefulness on the car's crushed hood.

"Nice outfit girl. I _am_ right in assuming you're Blondie?" The Goblin swirled his hand through the air, grinning. He started coughing and wheezing, spitting chunks of rotten flesh and metal on the floor. Gwen stood up on the hood and watched him keel forward, wheezing.

"For the alleged ruler of this city, you're not looking too hot there, mayor." Gwen stepped off the car, watching the Goblin cough and stagger, clutching at his chest. "What's the matter? Spider got your tongue?" Gwen quipped in her husky voice.

"Your Mother...she's not looking so good, either." The Goblin laughed between ragged coughs. Gwen's body froze. "Th-There it is, the proof of whose b-behind that mask! That little freeze of terror? Mmm...Hey G-Gwen."

Gwen shot a web at the Goblin's chest, pulling on it and leaping at him. She reeled a fist back and crashed it down on his bent askew nose with a booming crack. The Goblin staggered back and Gwen landed before him, immediately punching upwards, lifting his chin against her knuckles and lifting him off his toes. He fell back across the floor with a clatter. Gwen - full of rage, stormed towards him - blind to his feet as they kicked hard against her chest, launching Gwen across the road. She bounced and skimmed across the ground in sprays of shattered concrete, till she hit the wall of a bus.

The Goblin laughed and stood up, wheezing. Gwen lifted her head from her collarbones, trying to sit up, sliding her back up the bus. She fell back to the floor, clutching her ribs, hissing in agony.

"You're pathetic. You claim to be super. What's so super about you? You dress up like him, yet your nothing like him..." The Goblin stood over her, Gwen trying desperately to sit up. "These coughs are more of a struggle than anything you've mustered up. He saved you last time we met, girl..." He pulled the mask off Gwen's head, blonde hair falling over her face. He grinned at her evilly. "...This time you wont be so fortunate."

"Norman!" A voice boomed, the Green Goblin's eyes widening at the voice echoing across the silent city. Gwen whimpered and grit her teeth, repulsed by the stench of the Goblin. He stood up and wheezed, looking over his shoulder. Clambering out of an open sewer drain, Curt Connors stood up tall, white lab coat billowing in his wake. Danny climbed out beside him.

"What are you doing, we're so close to Oscorp Tower, now we're out in the open!" Danny hissed. Connors stared daggers at the Goblin, Danny following his line of sight till his eyes bulged. "Gwen..." He looked at her trying to sit up, wheezing and clutching her chest. The Goblin turned to stare straight at Connors.

"Norman is dead! Only I remain." The Goblin exclaimed, sauntering towards the Doctor. "And from what I've learned, You yourself have suffered from having two egos. Did you ever rid yourself of the other half like I did?"

"The Lizard? We all have monsters that lurk within us. It's having the strength to not let it become all you are." Curt explained. "I was in prison for awhile. Enough time to myself to contemplate my choices...to feel the heavy guilt...to try and harness what lurks within me."

"And did you?" The Goblin sneered. "Because frankly, I'm not seeing it."

Connors chuckled under his breath, looking down at the stump of his arm. The sleeve unraveled as something pushed down from within. The Goblin raised an eyebrow, watching as a hand began to sprout from flaking and peeling sheds of dry skin. Connors hissed in agony and grit his teeth. New and delicate fingers broke through the dry skin, pale and wet. Connors looked at his regrown hand, closing it into a fist as the soft pink flesh began to grow scaly and rough, tints of brown and green running up his arm. Connors shakily took off his glasses, revealing piercing yellow irises, blinking as a thin film of translucent skin slid over his eyeballs.

"Would you like to?" Connors grinned as green scales spread over his skin, a long tail sprouting and extending from under his labcoat. Danny stepped back from Curt as his legs snapped and bent, curving back as his shoes tore and split, lizard toes digging their talons into the tarmac.

"Go...to...Oscorp!" Connors groaned, pressing a hand to his forehead, blonde hair falling off his scalp as green hues changed his scaly skin. Danny nodded, looking at Gwen. "I've got her! Go!" Danny, against his heart turned, sprinting with his rifle held to his chest. Connors' brown trousers filled with expanding muscle, tearing at the seams as he grew.

"Come on then, Doc. I'm dying to see what you're capable of." The Goblin grinned, leaping onto his Glider, roaring low across the tarmac towards him. Connors grabbed fistfuls of his lab coat and shirt, tearing them off in ribbons, talons shredding the fabric. The Huge green Lizard roared at the sky, latching his humanoid face onto the inbound Glider. He snarled and started jogging, brown trousers ripping and tearing away. Huge footfalls thumped as the Lizard picked up speed, stomping faster and faster, dropping to all fours to run at breakneck speed.

The Goblin sneered and leaned forward, accelerating the Glider towards the impeding Lizard. Connors roared and leaped off the ground, grappling the Goblin and tackling him off the Glider, both crashing into the tarmac with an earth shattering bang. Gwen yelped as the two titans tumbled across the floor, prying and punching at one another. She sat up and slid her back up the crumpled bus, trying to get away from the Lizard and Goblin.

The Goblin rolled them over, straddling the Lizard and swiping his slashing claws aside, slamming a heavy fist into Connors head, knocking his face sideways. Gwen latched her eyes onto the Lizard, his humanoid and caring eyes pleading to her. His thinly pressed lips parted.

"Run, Gwen. Run." Connors begged, snarling as he wrapped his tail around the Goblin's waist, squeezing the life out of the demonic being. The Goblin growled and grappled the Lizard's head, slamming his cranium against the earth with a concrete cracking bang.

"These people don't deserve to live!" The Green Goblin grinned, pinning Connors to the earth by his wrist. Connors bat his arm aside, digging lizard claws into the side of the Goblin's face.

"Norman deserved to live. Then he created you!" Connors spoke, growling deep in his heaving chest. The Goblin laughed and slammed his wrist across Connors arms, knocking them aside.

"Must seem like a sick joke then that I am here, and he is not!" The Goblin grabbed Connors around the scaly neck, lifting him and throwing him across the Avenue. Connors slid across the Tarmac, getting up onto all fours, tail sliding across the concrete behind him. The Goblin stood up and cracked his jawbone back into place. "Nice hold on that beast, Connors. Shame you can't regrow_ just_ your arm."

"Fitting and nothing compared to what I took from the Stacy family."

"Oh boo hoo, wah wah, I killed her Daddy. You really are a waste of such pent up power!" The Goblin laughed. The Lizard stood tall and clenched his claws.

"It takes having a heart to feel guilt. I can see why you don't understand." Connors' lizard eyes darted in thought.

...

Peter leaped off the Glider, landing on the smoking rooftop of Oscorp Tower. The Glider lost control without a pilot and wailed, falling freely to the earth below. Peter stood up and looked around, seeing the Ganali device perched perfectly in the center of the Tower's roof. He sighed relief and jogged over to it, sliding the port on the side open, seeing the green glowing canister revolving within the cylindrical device.

Peter went to grab it, but withdrew his hand when he felt the cold tip of a sword press against his spine.

"I wouldn't." Harry's voice filled the air. Peter sighed, lowering his head.

"Stupid Spidey Senses." He grumbled, standing up slowly. Harry snarled and let Peter ease up to full height.

"Turn around..." Harry snapped. Peter turned, facing Harry with a gulp. The mask's lenses seemed to bulge themselves as Peter saw what his best friend had become. "Take off your mask." Harry hissed, pressing the sharpened tip of his sword against Peter's bobbing Adam's apple. Peter inched his hands up, trembling beneath their gloves.

"H-Harry-

"I said...take it off." Harry sniffed, green glowing eyes brimming, sword trembling. Peter slowly lifted his hands and peeled the mask off his head, revealing inch after inch of his face. Harry's green glowing eyes watered and his lips quivered and growled, conflicting emotions being beaten back by the neural clamp on his brain.

Peter tugged the mask off of his hair, freeing his damp and sweaty skin from the cold fabric. He licked his lips and gulped, dropping his eyes to the shaky tip of the sword. Harry snarled his flaring lip and his mechanized suit whirred with every bob of his shoulders. Harry sloshed his weight from one foot to the other, unsure of how to react.

"M-My best friend, huh?" Harry trembled.

"Harry...What did you do?" Peter asked, his own eyes brimming as he took in the state of his friend. Harry scoffed, glowing eyes flaring.

"What you made me do." Harry sarcastically grinned, despite the tears running down his sickly green skin. "You. All along, it was you? Y-You killed my Father?"

"N-No...I...Yes, in a way, b-but-"

"Stop stammering, for once!" Harry lurched forward, Peter stepping back to compensate the sharp blade on his throat. "I looked out for you at school, I did." Harry choked, licking his chapped lips and scarred skin. "I kept the bullies at bay, for a while."

"Harry..." Peter sobbed, closing his watering eyes.

"And then I find out my Dad's dead...And that you..." Harry inched the sharp tip of the sword to nick the skin on Peter's chin. "..._You_ were the one who killed him."

"Harry..." Peter licked his lips, sniffing, red puffy eyes darting. "I-I...I never meant-"

"To kill him?" Harry scoffed.

"I didn't know it was him!" Peter challenged, stiffening as Harry put a little more weight on the blade. "I didn't. I-I didn't. I didn't know, I didn't. Th-The Goblin was threatening the city, a-a-and then he went to kill Gwen, and I fought him..." Peter gulped to try and relieve the sandy dryness in his throat.

"And then you killed him, right?" Harry scoffed, shaking his head.

"He threw a grenade. Harry, he'd knocked Gwen unconscious, she was bleeding, I-I was angry and scared..." Peter's lips hung open as his eyes glazed over at the memory. "...I caught it...threw it back at him."

"Killed him. Stone cold dead, right?" Harry snapped dryly. Peter nodded, jaw hanging loosely, tears dripping off his bottom lip. Harry ran a mechanized hand through his frayed and swept back hair. Yellow teeth bared as he laughed dryly. Peter shut his eyes at the demonic cackle, opening them to peer at the cooking Ganali device.

"All these years of friendship, of brotherhood...and you kill_ my_ Dad, to protect a girl you've known for about a year, am I right?" Harry sobered, licking his dry lips. Peter gulped and looked down. "You know, as someone who's lost their own parents, I thought you'd think differently."

"Harry-"

"N-No, seriously, you've got this obsession with losing Dads, haven't you? Your Dad, My Dad, Gwen's Dad..."

"Shut up." Peter snapped angrily, flaring his eyes at Harry's.

"So here we are. Two orphans. 'cept you've got an Aunt to go home to after this. A girlfriend. Me? I got no one!" Harry roared, pressing the sword harder against Peter's pulsing neck. "Well, maybe you just won't go home after this."

"Doesn't have to end this way, Harry." Danny's voice filled the cold air atop Oscorp Tower. Harry snapped his eyes to the open fire exit door. Danny slowly ventured onto the roof, out of breath from the flight of stairs he'd climbed. Danny gulped and aimed down his rifle at Harry. "Just...put the sword down, okay? Nobody else has to die."

"Yes, they do! He does!" Harry panted, staring back at Peter's face. "My betrayer."

"Yeah. The kid did kill your Dad. But Harry, son, he was outta control. Peter had to stop him, he was murdering innocents." Danny stepped over the liquid coolant pipes, past the spot where Captain Stacy had perished. "I'm so sorry for what happened to you, Harry. Now...put the sword down, yeah?"

"Who are you? Why should I listen to you?!" Harry snarled, eyes never leaving Peter's. Danny was slowly venturing closer to the Ganali device, aiming at Harry the whole time.

"I'm Danny Lugo, Gwen's Uncle. Peter can vouch for that, right Pete?!" Danny called, cold air cloudy at his lips. Peter looked at Harry and nodded. Harry grit his teeth, heaving armored chest rising and falling with each sharp breath. "Why not...put the sword down, yeah? Nobody has to get hurt."

Harry scoffed and locked eyes with Peter. Peter's heart froze at the look on Harry's face.

Harry immediately spun around and buried the sword deep in Danny's chest, the tip exiting through his spine. Danny gasped and spluttered, gun clattering to the floor. Red claret stained the concrete of Oscorp Tower's rooftop at Danny's weak feet. Danny looked up at Harry's green glowing eyes.

"NO!" Peter screamed, echoing across Manhattan, tears springing from his eyes.

"People always get hurt." Harry whispered to Danny. Danny let a single crystal tear roll down his cheek, looking past Harry's black shoulder pouldron to Peter, smiling weakly to the boy. Harry swung around to face Peter, withdrawing the bloodied blade from Danny's chest. Danny dropped to his knees and then lifelessly onto his face with a thud.

"Now Gwen's lost an Uncle too." Harry grinned. At that moment, Peter threw away all ties to Harry, all friendship, seeing him only as an enemy. He lifted his wrists and fired two thick ropes of Biocable, each latching to his shoulder pouldrons. Peter tugged on them and threw himself at Harry, roaring as he sped through the cold air. Peter's boots slammed into Harry's chest plate, denting the metal with feet indents, Harry was thrown back across Oscorp rooftop, both of them crashing and tumbling across the exploding concrete.

Peter slowed to a roll and looked up with fiery eyes as Harry tumbled straight through the concrete lip of the tower, falling down to earth. As his body righted itself in it's decent, his Glider roared up beneath him, latching to his boots. The green crackle of flames rose beneath the hovering Glider, lifting Harry back up to the rooftop.

The smirk was wiped from his Goblinesque face the moment he became eye level with the rooftop, as he saw Peter lassoing a cooling unit up over his head, releasing the taut cable and sending the several tonne piece of equipment wailing at Harry. Harry pivoted his ankles and the Glider roared upwards, Gothic wings slicing through the Cooling unit. The massive silver box shattered on impact with the Glider, fans spinning wildly through the air, shrapnel slicing at the grotesque skin of Harry's forehead. The Glider cracked and split, green light expanding within, turbines wailing and spluttering flames and choking black smoke.

Peter stood tall, fists clenched at his sides as he watched Harry's Glider spin wildly out of control, swirling clouds of soot trailing. Harry staggered atop his discombobulated steed. The Glider crashed against the edge of Oscorp Tower, cracking the wing and shattering it in a cartwheel of splintered steel and torn wiring. Harry leaped from the Glider and caught the lip of the Tower between his gloved hand, digging his metal talons into the concrete. The cleats of his boots cracked the glass as he bounced off the window panes. Harry looked down past his armored arm at his destroyed Glider wailing, finally striking the Honeycomb patterned outer structure that encased Oscorp's glass spine. A huge green fireball engulfed the beams, debris and smoke trails raining down over the street below.

Harry grit his teeth and threw himself up over the ledge, seeing Peter fire a web at the Ganali device. He was trying to pull the glowing green canister out of the machine. Peter heaved and tugged on the cable. He reopened his eyes when his Spidey senses flared a threat. Harry swung the sword at his neck, Peter contorting his spine back as the blade hummed over his face. Peter stood erect and fired a biocable to Harry's boot, pulling it out from under him.

Harry crashed down on his armored spine with a deafening crunch. Peter leaped onto his chest and grit his teeth, reeling a fist back and bringing it down heavily on Harry's nose, concrete cracking beneath his skull. Harry spat greenish red blood to his side.

"Is that all you've got?"

Peter reeled his fist back further, roaring as he did, only for Harry to push his boots against Peter's chest, firing Peter off across Oscorp's rooftop. Concrete sprayed outwards around Peter's body as he struck the wall, steel rippling. He fell from the crater with a groan, trying to stand on rubbery legs. Harry hissed and rolled onto his front, pushing himself up onto his knees. He grabbed the hilt of his sword, getting up onto his feet with an audible crunch.

"You know, it was me who hired Kraven, right?" Harry chuckled, stepping over Danny's body. "I got Gustav to bring him into this. Granted, I got him to hunt those Benefactors, but if I'd known...if I'd have known it was you all along..." Harry pointed the sword at Peter as the boy crunched his abs and sat up, fists already clenched.

"Change the record, Harry. It's getting boring." Peter snapped, fury filling his aching heart as he caught sight of Danny's body. Harry grit his teeth and lunged at Peter, Peter ducking under the blade as it sliced through the cooling pipes, white clouds of icy steam venting from the slits. Harry growled and shielded his face, Peter watching as the steam froze his gauntlet white, cracking and peeling the glossy black paint.

Peter remembered with blinding clarity how Captain Stacy and himself defeated Connors.

"Liquid nitrogen." Peter breathed, leaping over Harry and firing webs at the pipes. He wrapped the cables around his hands and pulled back as hard as he could, muscles seizing, teeth gritting till his ears rang. Harry turned and looked at Peter, eyes bulging as he caught on. The pipes finally cracked and gushed the freezing liquid all over the rooftop. Harry leaped to the side, rolling across the roof to safety. Peter back flipped and landed on the safety of a cooling unit, seeing the instantly freezing channels of liquid running down every groove of cracked concrete.

Peter stood up and looked across the rising icy steam to Harry. Both pair of eyes locked and fury etched into their features.

"You were my friend." Harry scoffed, spinning his sword through his fingers. Peter snarled.

"I was. And you were mine." Peter clenched his tensed fists. "I am sorry, Harry." Peter nodded. Harry grinned evilly.

"Too late."

"Not what I'm sorry for." Peter snapped, shaking his head angrily and violently. Harry raised an eyebrow as Peter leaped across the river of liquid nitrogen, landing inches in front of Harry, grabbing his wrists.

...

Connors was thrown across the tarmac, his huge Lizard body bouncing off the crushed hull of a taxi cab. He groaned and sat up, tail swaying behind him.

"You should of stayed in the sewers, you overgrown Gecko!" The Goblin spat, grabbing Connors neck and hauling the huge lizard to it's feet. Connors coiled his tail around the Goblin's waist and spun his feet, throwing the Goblin through the air. The Goblin somersaulted through the smoke dense air, landing feet first on his awaiting Glider, catching his heels like a prying Baseball glove. The Goblin steadied himself and grinned from his Glider.

Connors roared from the street, running up the crumpled hood of a Cab, leaping at the last step to slam into the Goblin's chest. Both wailed through the air, Connors crashing the Goblin's spine into the glass wall of Oscorp Tower. Showers of glistening shards of glass rained down over the pair as they locked in immortal combat. The Green Goblin tilted his ankles and the Glider wailed upwards upon a cloud of lime light, gushing falls of flickering glass fragments spilling over their combat locked hides.

They fought up the side of the Skyscraper, atop the screaming Glider, carving a canyon up the side of the Tower. Connors slashed and punched at the Goblin pinned in the wall, grabbing Connors by the scaly throat and spinning around to slam his hunched back into the glass panes, rippling around his torso. Clouds of shattered glass glimmered as they rained down the side of the skyscraper, a trail behind the two battling warriors currently ripping a gouge up the side of the building.

Connors roared against the tide of glass and steel currently crashing against his lizard skull, splitting his scaly skin. The Goblin kept him pinned to the tower as his Glider tore up through the sky. Connors reached out and hooked his fingers around the broken chest plate of the Goblin's armor, tugging on it and pulling the Goblin with him deep inside the tower. The Glider carried on without the Goblin, falling away from the carved path of shattered glass and warped steel. The turbines wailed and crackled as it slowed to a confused hover, the small slit of ivy green light beneath the Glider's belly scanning left and right for it's trusted rider.

The Glider's green glows transitioned to a blaring red, steaming straight back towards the Tower, Gothic wings folding back like a Peregrine falcon diving. It crashed through the cracked panes of reflective glass, sinking into it's own mirrored hull. Glass shivered and collapsed as the Glider roared through like a speeding bullet.

The Goblin and Connors were currently grappling at each other across the sterile white floor of a Laboratory, deep in Oscorp Tower's carved belly. The Glider roared across table tops, heat and bellowing downdraft knocking canisters and beakers onto the sterile floor. The Lizard roared at the Goblin's grin, clawing his green muscled talons across the Goblin's scarred face.

The Goblin raised his mechanized claws and shoved at Connors chin, pushing his flaring teeth away. "Join me, Connors! Together, we can make them all pay, make them all realize who the true masters are! We could form something truly sinister!"

"I've made my mistakes, I've harmed those who are innocent, I shall not harm anymore!" Connors growled, batting the Goblin's arm aside harshly. He wrapped his claws around the Goblin's neck and spun around to stand, pooling all his weight into his arm and launching the Goblin across the tables. The Green Goblin's hide crashed down through one of the tables, splinters of metal and plywood spraying out around his torso.

Connors swiped a desk chair aside with a vicious bat of his forearm, stomping towards the Goblin with a snarl. The Glider hovered defensively over the Goblin, barrels extending out of the wings and pointing straight at Connors. His yellow eyes slickly blinked with a film of skin.

The barrels suddenly flashed and rattled as machine gun fire rained down upon Connors. He held up his scaly green wrists, roaring in agony as the bullets tore through his tough skin. He turned and leaped onto all fours, running across the sterile floor and jumping up to scuttle across the ceiling, exploding bullets trailing the white paneling behind him. Golden bullet casings fell from the underside of the Glider's huge wingspan. Connors punched a hole into the ceiling and quickly slithered through, tail flicking up and out of sight.

Silence reigned as the Glider scanned the destroyed and tattered laboratory, smoke pluming from the barrels of it's guns. Bullet hole riddled panels fell and swung from the ceiling, the thick smell of gun smoke filling the air. The Glider found no threat as it rumbled around the atmosphere of the lab, trying to locate Connors.

Suddenly the ceiling burst above the Glider and Connors dropped down, roaring as he landed on the top of the Glider, grasping tight to the wings. The Glider immediately sensed the weight and wailed, spinning wildly to shake Connors off. The Lizard lifted his right talons and sunk them deep into the hull of the Glider, sparks spitting and fire drooling around his skin. He felt the wires beneath the Glider's metal skin, grasping them in a fistful and ripping them out in a massive clump. The Glider screamed and green flames engulfed the wings as it began to lose power.

The Goblin stood up from the desk, gripping the shards of wood and metal of the crushed table. His torn scleras locked onto the Lizard as he stepped off the smoking Glider, seeing his trusted steed slide to a stop across the smooth tiling.

"I will cure what you've unleashed." Connors vowed with a hiss.

"High and mighty, coming from the same creature that unleashed the Ganali device upon Manhattan before me." The Goblin sneered, standing up with a mechanized whir. He sharply looked at the blink of shadow that whizzed past the window panes. Gwen crashed feet first through the glass, shards of glistening crystals spraying over the Goblin.

Her velocity pooled feet crashed into the Goblin's chest, knocking him back across the lab. Gwen pushed off his chest as he slid across his mechanized spine, somersaulting overhead and landing on her tip toes, aiming her wrists at the Goblin as he rolled over onto his feet, sparks spitting around his steel capped toes. The Goblin dug his talons into the tiling, slowing himself to a knelt stop.

He looked up as two Biocables stuck to his shoulders, feeling them tighten and tug his skin. Gwen leaned back on her heels, letting the cables built tension, until she leaped forward and slingshot herself across the laboratory towards him. The Goblin coiled his hands around the cables and spun to turn his back on her, rolling the cables over his head and lassoing Gwen down into the flooring before him.

The floor exploded and tiles rippled around Gwen's body as her assault failed. She groaned and rolled onto her stomach, pushing herself up onto her palms. The Goblin laughed and tugged the webbing off his shoulders, grinning at the blonde.

"You should have known better, girl." He sauntered towards her, fists opening and closing at his sides, sparks spitting from his shattered chest plate, dented with boot marks and claw gouges. He bent down and gripped her white spandex coated shoulder, rolling her onto her back. Blonde hair spilled off of her pale and creamy face, emerald eyes circled with swollen purple flesh. The Goblin laughed at her, shaking his head. Gwen panted, licking her lips and tasting the hot tangy iron of her blood.

"For someone who claims to be so very smart, you're doing a very good job disproving that." The Green Goblin raised his arm over his head, a long steel prong extending from his gauntlet with a hum of thrumming metal. Gwen bat her eyelashes and smirked.

"Coming from the turd blossom who fell for it?" She blinked innocently. The Goblin's eyes bulged and his scarred eyebrow raised, lowering his blade.

"W-What?" He muttered, shaking his head. Gwen bit her lip to hide her grin and flit her eyes to the left. The Goblin looked up and locked eyes with the Lizard, stood across the laboratory by the Formula cooking device. The cylindrical white machine, printed with Oscorp logos, accepted the clear glass canister that Connors slid into the port. A blue glow lit up the slits and grooves of the white machine as it began to devise the cure. Connors tapped in the formula to the cracked touch screen, initiating the cooking stage. Connors turned and stared his golden irises into the Goblin's flaring green ones.

"No!" He roared, turning and storming towards the device. They still needed time for it to cook the cure. Gwen aimed her wrists up and fired two webs to the back of the Goblin's mechanical spine, feeling her body sliding across the cool and cracked tiling. She pushed up her back and onto the rubberized soles of her cyan boots, digging her heels into the flooring, ceramic tiles splitting under heel.

The Goblin felt his strides grow heavier and slower, growling as he turned in Gwen's Biocables and sliced his blade down through the silvery strands. Gwen felt them fall loose and the Goblin turned immediately back to the machine currently creating a cure to his pathogen. Connors stepped in front of the machine as slow drips from bright blue liquid filled the canister. His tail coiled around his feet, fists curling at his green scaled hips.

Gwen slid across the desk and aimed her wrists at the Goblin stampeding towards Connors, blade raised. She flit her eyes up and saw the fire sprinklers on the ceiling. Thinking quick as the Goblin passed beneath, she crossed her wrists over and fired two Biocables up to the two fire sprinklers above. She pulled her arms down and out at her sides, ripping the nozzles and pipes off the ceiling tiles, bursting the water pipes and sending gushing geysers of water smashing down into the Goblin. He growled from the pressure, lifting his gauntlets to cover his head as high speed water stabbed at the cuts and decayed skin on his face.

Connors stepped back in awe, wide lizard eyes fixing to the blonde. She stuck her tongue out of the corner of her mouth as she concentrated, firing two globs of webbing at the Goblin's huge metal boots, sticking them in place. The Goblin roared as the water continued to crash down in concentrated beams, tearing decayed flesh from shattered bones and seared steel.

Gwen fired a strand at the Goblin's blade, tugging hard, gritting her teeth, snapping the warping blade off of it's hinge with a deafening crack. She swung the webbing up over her head with the blade humming at the end, building velocity and weight. The Goblin snapped his green eyes to Gwen, scarred and torn away cheeks loosening as his mouth dropped to an 'O' shape. She swung the blade around and let go of her webs, launching the blade at him.

The blade sunk straight through the Goblin's right shoulder, sending him hurtling out of the glass window behind, panes shivering and exploding around him. His torso dissipated out in the horizon, towards the street below. Gwen caught her breath and rubbed her gloved palm over her forehead.

"Whew..." She laughed to herself. Connors chuckled his lizard grin and paced his huge physique through the torrent of water gushing down from the shattered pipes in the ceiling. Beads of water dripped and glistened off of his green scaly chest, breath rumbling up his throat.

"Impressive work, Gwen." The Lizard chuckled to himself. "Good distraction." Gwen cricked her neck and groaned.

"Yeah. Thought it'd work." She smirked.

"Really?"

"Nope. Not at all." Gwen admitted sheepishly. Connors scoffed and grinned to himself, swiping his sharp tipped thumb across his chin. They both looked over at the machine. The canister was almost full of blue fluid. Connors cleared his throat, breath hissing. He strode his reptilian legs over to the device, sighing heavily as he leaned a huge scaly palm against the device, bowing his head.

"Once the cure is synthesized, take it to the rooftop. Peter should have acquired the Ganali device by then." Connors grumbled. Gwen gulped and nodded. Connors' heavy sigh broke the air. His lizard eyes lifted to peer at Gwen's, filled with sorrow. She watched the pale green skin of his neck constrict and bob as he gulped.

"Connors?" Gwen asked softly.

"Of all the people you could have been paired with..." Connors looked at his sharp claws, lips flaring and yellow needle teeth grinding. "...you're stuck with the very monster that took your father from you!"

"Believe me, it's umm...it's not been easy to look past." Gwen rubbed the smooth black and white spandex of her shoulder, looking at her boots. Connors stepped from the machine to look at her fully, his reptilian skin glistening with water. "But I can look past it, for now, to get the job done and save the city." Gwen nodded.

"I admire your sense of duty, Gwen. I always have." The Lizard smiled. Gwen smiled back gently. Connors looked down at his huge palms, wringing the talons together. "When we finish here...When we stop the Goblin...I will return to Ravencroft with no quarrel." He nodded to himself. Gwen's eyes bulged.

"Wh-What? Really?"

"I still have a debt to pay. To a man I took from his daughter...his family." Connors blinked, and Gwen saw a single stray tear well from the underside of his golden iris. It rolled down the rough skin of his Lizard face. "I am, and always will be, so very sorry for all I did." Connors voice quaked. "A-And I want you to know all this, so you can gain at least some sense of closure." he sniffed. Gwen nodded and blinked herself. She saw so much of the real Connors through the Lizard, that she had to ask...

"How did you control this side of you? Th-The Lizard, I mean. If it took so much of you before, how come you've harnessed it now?" she asked, voice breaking. Connors looked at the lithe blonde before him.

"By studying you." He smiled. Gwen's eyes bulged and her throat ran dry.

"W-What? How so?" she asked, crossing her arms over her chest. Connors rolled his head back on his shoulders, closing his eyes for a moment.

"When Danny was in Ravencroft, he told me of your struggles...after what happened on the roof that night." Connors paced before the machine, tail running across the tiling with a slick sliding noise. "It tore me apart to know I'd hurt my star pupil so badly, that I'd torn her family apart with a split second decision...made by someone else..." He prodded a talon to the side of his scaly temple. "I knew I had to defeat that someone...I knew this was never going to go away now. It was too late to reverse what I'd done...to you and myself."

"So..." Gwen rolled her palm in the air before her.

"So I finally saw the hurt. The aftermath of my decision to kill your Father. I saw how it ate you apart. But...I also saw how you dealt with it. How you dealt with being alone. After Peter kept a promise to a dying man, I saw what you did to overcome that hurt."

"Which was?" Gwen gulped. Connors looked up at her.

"Not let it devour you. Not let it beat you. Throw yourself into your studies. Overcome it by engorging other emotions, like joyfulness." He shrugged his bulging shoulders. Gwen nodded to herself.

"So...you made yourself happy?" Gwen raised an eyebrow.

"No...Not at all. I managed to find the link between what emotions trigger such a violent metamorphosis."

"Emotions huh? Nothing to do with the drugs you injected yourself with?" Gwen challenged.

"Initially? Yes. Being in prison and denied access to the addictive medicines I craved, I began to see that this beast that lurked beneath my skin had always been there. The drugs had simply given the monster a form to use to inflict pain. Destroying it meant quelling the deep down regrets and hurts in my heart."

"Like me." Gwen murmured. Connors nodded.

"Like you. You saw a psychiatrists, did you not?"

"Err, My school Councillor. Helped to have someone to talk to." She nodded to herself.

"I had the Ravencroft insanity clinic. A nice lady, the psychiatrist there. Having those deep hauntings and hurts exposed helped me to quell and kill the monster." Connors nodded to himself. "Well, it's still a part of me, always will be. But at least I can control it now."

The machine dinged and they both turned to it. "The cure's complete. Gwen, take the canister and get to the roof!" Connors handed her the canister. Gwen cradled it in her hands and looked up at Connors. He gently gripped her shoulders and she visibly froze at the contact.

"Gwen. Go. Please." Connors said softly. Gwen gulped and nodded, turning to the window. She leaped out and rolled over in the air, firing a web to the tower and initiating a climb up.

...

Harry growled and tried to fight back, both staggering across the cooling unit, instant death beneath them as liquid nitrogen boiled and frothed. Harry head butt Peter and he staggered, heels teetering over the edge of the unit. Harry swung his blade through the air and just sliced Peter's chest, splitting his suit and skin, red seeping down his pale chest. He hissed as Harry cackled, readying to swing again.

Peter fired a web to one of the Liquid nitrogen pipes, pulling it up into his hand and firing the cloud of icy liquid at the blade. It shattered like glass against Peter's tensed forearm, shards of brittle metal sinking into the nitrogen. Peter looked back at Harry as he swung his forearm across his jaw, throwing Peter from the cooling unit.

He fired a web to the smoldering remains of the hexagonal structure circling Oscorp Tower like a skin, just pulling himself up and to safety, sticking his palms to the wall, looking at the Ganali device out of reach. However, the Liquid Nitrogen had began to eat and freeze the metal at the base of the device. It'd be brittle enough to destroy now, Peter realized with clarity.

Peter looked back at Harry as he leaped from cooling unit to pipe, edging closer to Peter. Peter gulped and looked at Danny's body laying on the dry concrete by the fire exit. By his relaxed palm was his rifle. Peter licked his lips and looked back as Harry roared, leaping at him, talons slicing through the air. Peter leaped like a frog from a lily pad, landing on his tip toes beside Danny's corpse.

Harry latched to the wall, looking as Peter picked up the rifle in his gloved hands.

"Really, Peter? A gun? How very Spiderman..." Harry scoffed venomously. Peter looked at the M4 rifle and then to the white ice creeping across the Ganali device. Harry caught his gaze and snapped to attention. "You do this, and you'll never cure the city! You'll kill them all!" Harry cackled.

"We'll find another way...it's what we do!" Peter shouted, aiming and firing at the Ganali device. The gun jerked back and a flash exited the barrel. The bullet shot straight through the Ganali device, shattering it into a million pieces. the Green canister exploded and green liquid cock-tailed with the liquid nitrogen below. A massive metallic hum rumbled from the device as it powered down, the shards of metal splashing down into the steamy liquid.

"No!" Harry reached out to the destroyed device. Peter dropped the gun with a heavy clatter and aimed his wrist at Harry, shutting one eye and firing with precision. The silvery strand latched to Harry's chest and tugged him down onto his feet atop the concrete. Peter leaped at Harry across the Gantry, landing on his chest and walking over him like a Spider, as if he had eight lanky limbs. Harry clawed at his armor to try and stab Peter.

Peter pressed his heels into Harry's spine and fired a web around Harry's pulsing neck, into his other hand on the other side. He tugged back on the cable and choked Harry, the boy growling and staggering, tugging at the cable. Peter locked his eyes onto the green glowing chip on the back of Harry's head, connecting the entire Exo suit to Harry's cerebrum. It was how the Goblin had controlled him, but it was also how the suit was linked to him.

Peter let go of the Cable and back flipped off of Harry, landing on his toes at the lip of the tower, heels hanging over the hundred story drop. Harry shook his head, but before he could turn, Peter fired a cable to the device on Harry's nape, tugging as Harry tried to reach back and cut the Biocable. Desperation filled Harry as he clawed at his own head, drawing his own blood.

Peter grit his teeth and his biceps tensed, the device slowly prying away from it's socket on Harry's head. Peter pulled harshly and the device tore clean from the plug, shooting out past Peter and over the edge of the tower, falling to the street below, smashing against the Tower's walls.

Harry fell lifeless to his knees, a deep and guttural metallic hum rumbling from the suit. All the green slits and lights on the black armor flickered and with a hiss, the metal plates all peeled and shifted. Pneumatic hisses of air vented from the suit as Harry finally fell free from the Exo suit, thudding face first into the concrete. The empty suit fell backwards with a loud crack, sparks spitting from it's depths.

Harry writhed and groaned, shaking his head and rubbing his forehead. He blinked repeatedly and opened his now clear eyes.

"P-Peter?" he asked. Peter looked down at him, grit his teeth and thud his fist on Harry's nose, knocking him out cold. Peter looked up over at the destroyed Ganali device. He sighed heavily and knew they'd have to think of something else to cure the city. Peter saw the liquid nitrogen pools turn to white powder and stain the floor, finally having run dry.

He suddenly remembered with sobering clarity at the sound of a moan. "Danny!" Peter rushed over and rolled Danny over onto his back, Danny gasping in pain and clutching at Peter's spandex shoulder. "I'm sorry, I'm sorry." Peter blinked. "D-Don't die. Please..."

"I know. Can't let another one of Gwen's relatives die on this godforsaken roof, huh?" Danny chuckled, spitting blood and coughing. Peter blinked his tears and nodded, sniffing.

"Harry...was being controlled by the Goblin...th-the serum...feeds off your inner angers and emotions..."

"Shh...I don't care. He hurt you." Peter sniffed, propping Danny's head up. "He hurt you."

"I know, I know, just...don't let it consume you." Danny blinked sadly. Peter raised an eyebrow. "That anger, that...f...f...fury." Danny breathed.

"Hey, shh, save your strength." Peter blinked rapidly. "Y-You've gotta get back for Sarah, yeah?" Peter's tears fell freely to Danny's chest. "T-T-To your baby, yeah?"

""Yeah...M-My baby..." Danny blinked, a choked sob leaving his lips. "H-hey, kid?"

"Yeah? Yeah?" Peter whispered softly.

"I'm scared." Danny admitted. Peter raised a trembling hand to cup his sob and push it back between his lips, quivering a nod into his palm. "I'm real scared of what comes next..."

"What, parenthood?" Peter tried to laugh but it came out as a sob. Danny chuckled though.

"Yeah. That." He shook his head, numb hand loosely falling from Peter's shoulder. "Hey, kid..." his voice grew weaker. "You gotta promise me something."

"D-Danny-"

"No! Promise me..." Danny bit his lip. "Promise me you'll never leave Gwen alone. That you'll keep her safe, and ch-cherish her. Cos you'll never get another one like her."

"I know, I know." Peter nodded, resting his head on Danny's collar. "I'm so sorry." Peter blinked.

"Don't be. Weren't your fault." Danny let his head fall back slowly. "Urgh...I wonder...what comes next? Blackness? Or heaven?"

"Stop. Please. Y-You're gonna make it, okay?"

"Nah. I'm not leaving this roof. But you are." Danny looked at Peter's bloodshot eyes. "You've gotta city to save, right? Promise me you'll save it. If not for the people of Manhattan...for my baby...and my darling wife. Can you do that for me, son?"

"Y-Yeah. Definitely." Peter sniffed, nodding to himself. Danny nodded too.

"Then it's okay. it's..." Danny's eyes shut and his head slowly fell back to rest on the concrete, falling lifeless in Peter's arms. Peter's lips quivered and he shut his eyes, sobs racking his body. Peter slowly reeled his hands out from under Danny, putting his body down softly on the roof. Peter rested his palm on his head and sobbed, looking up at the cooling pipes, seeing Captain Stacy lying there, claw marks seeping red into his shirt. Peter sobbed harder, shuffling across the roof to hug his spandex knees.

His spidery senses hummed dully. Peter sniffed and wiped his eyes futilely. The first thing he locked onto was those big emerald eyes, glassy and puffy red. "G-Gwen..." Peter whimpered.

"N-No...U-Uncle Danny, no!" Gwen cried, running across the roof and sliding on spandex knees to his side, stroking his shirted chest, tears falling to dampen the bloodied shirt. Peter looked up over his knees at Gwen as she tried to wake Danny, and it only hurt him more. The clear canister of glowing blue liquid sloshed and listed across the concrete.

Peter sniffed and slid his spandex sleeve across his eyes, rubbery webbing slipping against his sore skin. Gwen's sobs became slow gasps and whimpers. Peter groaned and managed to push himself up onto his knees, shuffling over to Gwen. He went to wrap an arm around her, but she shunned him away. He ignored her stubbornness and knew she really did need a hug, despite her brave outer shell. He cracked through that shell and wrapped her up in his red and blue arms.

"Shh...I'm so sorry, Gwen." He kissed her locks, stroking the smooth white and black rubber of her back. Gwen sniffled into his collar, trying to grip the tight spandex on his chest.

"It's not f-f-fair." she whimpered. Peter nodded and hugged her tighter.

"I know, I know." Peter sighed heavily. Suddenly there was a scuffle, Peter looking up to see Connors' lizard physique clamber up over the lip of the rooftop, stepping down onto crushed glass beneath green heels.

"Peter, we've got incoming..." Connors trailed off, rough scaly lips hanging open as his eyes widened on Danny's still body. "Oh no..." He breathed, slowly stepping over the rooftop towards them, closing his guilty eyes tight as he walked by the cooling tanks, the exact spot where he killed Gwen's father. Peter looked up from Gwen's scalp at Connors. He firmed his reptilian lips together into a sad smile, gently squeezing Peter's shoulder, retracting his talons to not hurt the boy.

"Incoming, huh?" Peter breathed quietly. Connors looked up, nodding with closed and sympathetic eyes. Peter gulped and gave a firm nod, lowering his head to kiss Gwen's hair. Gwen looked up at him with quivering lips and wide, glassy eyes, tears staining her cheeks. Peter wiped them away with a gloved thumb.

"In-sniff-Inco-coming, huh?" Gwen gasped and sniffled. Peter smiled softly and brushed her cheek, nodding. Gwen felt a shadow cover her body, looking up at the outstretched reptilian fist. Connors' quirked his lizard lips softly and opened his palm, finding a white mask in the palm.

"I believe this belongs to you, Spider-Woman." Connors smiled. Gwen sniffed and nodded, shakily pulling the mask from his hand. Peter unwrapped himself from Gwen and stood on shaky legs, the towering Lizard stepping back. Peter paced across the Oscorp Tower rooftop and picked up his mask, dusting off a few freckles of dust and ice. He paced back to Gwen and the Lizard.

"The Ganali device is destroyed." Peter numbly spoke, Gwen and Connors' eyes bulging. "I had to, it was going to fire. But don't worry...I may have an idea." Peter pulled his mask down over his head.

"May have?" Gwen tilted her head, sniffing her red and puffy nose.

"Okay, I do. We just gotta get the canister back to the harbor." Peter looked out at the blinding sun, raising his wrist to shield his lenses. His eyes squinted and adjusted on the pillars of smoke and the destroyed and capsized war ships, sticking out of the water like steel hills. Gwen looked at Peter with a skeptical gaze. "Trust me. Please." Peter nodded.

"Always." Gwen gave a firm nod, pulling her own mask over her head, then tugging the hood up over her scalp. Connors stepped between them, huge scaly fists tensing at his sides.

"This is the Goblin's endgame." Connors spoke hoarsely. Peter and Gwen looked up at him. "Either he dies, or we do."

"Then him it is." Gwen clenched her fists, trying not to bring herself to look down at Danny.

"Peter, whatever you have planned...See it through. I will hold them off here." Connors bravely spoke. Peter shook his masked head.

"No. We're a team, right?" Peter nodded to Gwen and Connors. both of them gave undeniable nods. "So we fight together, we go together..." He gulped. "We die together."

"And so it is." Connors mumbled to himself, looking up at the edge of the rooftop as Glider after Glider raised up to block the sun, hovering before them. Gwen and Peter took their stances, Connors growling and hissing. Around fifty Goblins and Gliders wailed up to hover before them. Then, rising in the center, the Green Goblin himself, coughing and ripped to tatters. Sparks spat from his torn open chest plate, and Peter's eyes scanned the glowing green reactor within.

"Well, well. Danny not so fortunate, huh?" The Goblin grinned. Gwen bit her lip and tightened her fists. "Ah, this. This is exactly what I wanted! The three of you, against all of me! How on earth can you even hope to stop me?" He outstretched his arms to his minions, stood atop his replacement Glider.

"Well, like my Bugboy said..." Gwen nonchalantly shrugged, looking at Spider-man through her wide lenses. "Together."

* * *

**Author's notes: First half of the final battle complete! Yay. And aww, poor Danny :( What did you guys think of him as an Own character creation? Did you like him, or think he was poorly written? Did you feel for him, or hate him? Anywho, thanks for reading everyone! Love you all, and stay awesome! - Dave**


	35. Launch Of The RHINO

**Author's Notes: Hey everyone! Thanks for sticking with me throughout this story. It's been a long, long road, but we're nearing the end now. Have your tissues handy when we get there though, that's all I'll say! - Dave**

* * *

**Chapter Thirty Five: Launch Of The R.H.I.N.O**

**...**

"Kill them all!" the Goblin roared, aiming his talon fingertip at the trio. His army of Goblins dived upon Gliders of wailing steel, roaring towards Oscorp Tower rooftop. The Lizard stepped forward, throwing his fists down and claws tensing, before releasing an earth shattering roar from his stretched jaws.

Gwen and Peter went to work, leaping up into the air, rolling and diving past every Goblin, punching those that wail by them, knocking one after another off their Gliders.

Peter jumped up the swirling construct of wailing Gliders, grabbing onto one of the steel prongs of the closest, snapping it clean off and vaulting himself up over the rider, stabbing the prong in his grip through the rider's mechanical chest, sending his convulsing body tumbling down below.

Gwen gesticulated wildly, firing wads of solid webbing in all directions, shooting the constantly overlapping swarm of Goblins. Trails of smoke would spout away from the swarm and indicate one more Glider knocked out of the sky.

As three Goblins leaped off of their Gliders at Connors, long pronged blades extending from their forearms, He roared and spun around, swiping his muscular tail across their bodies and crushing them against the wall, squished between tonnes of concrete and a thick slab of Lizard muscle. His tail slipped away and their three bodies fell and popped out of the craters in the wall. Connors grinned and turned back to continue the fight.

Peter was currently struggling with an entanglement of four nasty Goblins, leaping and bounding between all four of their wailing Gliders. One of the Goblins gripped Peter's spandex neck and threw him down to earth, past Oscorp's rooftop. He rolled over mid air and fired a web straight up the length of the tower he was descending past. Connors caught the web in his huge hand and growled as he threw his arm upwards, spinning his torso to lasso Peter up and over his head. Peter used this extra momentum to his advantage, pooling all his weight into his feet, swinging back up and knocking all four of the Goblins off of their Gliders, bowling them over like skittles.

They roared and growled, tumbling and falling into the thick web netting Gwen had quickly created beneath at the same time, catching and sticking all the Goblin culprits as they fall from their Glider steeds.

Gwen ran up the glass side of the tower, wrists aimed up at two Gliders screaming overhead, her silvery cables latching to their Gothic tails. She pushed her feet off the wall and used that extra pull from her cables to shoot all the way back up the tower, spinning her torso through the thin gaps between steel girders.

She landed back on the roof on tip toes, just to see Connors climb up the side of the Rooftop's overhang and leap out over the edge, the misty city far and below. He held his arms out and wrapped his talons around the faces of the last two Goblin minions, taking them off their Gliders and throwing them down into the webbing of mass criminals, all writhing and struggling. The last two Gliders spun wildly and erupted in dual balls of fire up the side of Oscorp Tower, glass flexing and shivering.

Gwen and Peter stood side by side, both aiming a wrist and firing a web at both of Connor's claws. He caught them and swung down, crashing his claws into the side of the tower. He let go of the webs and began climbing back up on all fours.

"Whoo!" Gwen threw her arms up over her head, cheering. Connors vaulted up over the lip and stood beside them, grinning himself. The Green Goblin simply grinned back and watched atop his distant Glider, flitting his ravaged eyes down to the side of the tower. The smile behind Gwen's mask faltered and she lowered her arms, looking over the edge of the rooftop.

"Ah, nuts." Peter grumbled. The mass of Goblin minions in the webbing had all cut loose of the webs and leaped onto the side of the tower, digging sharp mechanized fingers into the glass and steel, climbing up to the rooftop.

"You try and be nice, making a web to catch em, but oh no, they don't learn." Gwen mumbled, rolling her masked eyes. Peter stepped back and clenched his fists.

"Yeah, but now they ain't airborne. We can fight em on an even playing field now. Together." he nodded to Gwen and the huge Lizard.

"Together." Gwen nodded. Connors panted and nodded, growling his yellow fangs as they heard the clambering and cracking of glass getting louder.

In the blink of an eye, an army of Green Goblins leaped up and clambered over the edge of the tower, roaring and cackling as they lunged into battle. Peter and Gwen took their stances, Connors simply charging straight in, stabbing his claws straight through the abdomen of one of the Goblins. He tossed him aside with a rough cast of his arm, reeling his other forearm across his chest and unleashing it like a coiled spring, clattering three Goblins off the side of the tower, their mechanized suits shattering in a spray of oil and steel.

Gwen leaped and bounded through puffs of dusty concrete, bullets cracking the ground around her. She neared the two Goblin's firing their wrist mounted cannons and leaped feet first into the closest Goblin, knocking him to the floor. No longer than a second later, she fired a web to the other and pulled him down harshly into the roof, knocking him out cold, concrete cracking around his torso.

Peter scooped his toes under a thick black cable, gushing with electricity within. Kicking it up into his hands, he snapped the wire down and bent it until the thick coating of insulated rubber split, revealing the glowing copper within. He threw it down in a puddle and spun around, firing a web at six goblins, linking them all together with a binding of silvery Biocable.

He immediately spun back around and fired that same cable to the split in the buzzing wiring. Throwing himself aside, the circuit completed and a massive volt of blue electricity crackled up the Biocable. Hundreds of powerful volts tore through the Goblin's soldiers. They convulsed and staggered, chattering and gargling as smoke singed their nerves. The lighting on their suits glowered brighter and brighter till all the bulbs popped and they all dropped to the floor with a deathly thud.

Peter stood back up and blocked the incoming blow of a Goblin's forearm gauntlet. He growled and twisted the forearm, hearing the metal snap and bone buckle. The Goblinesque assailant hissed and spat saliva as Peter bent his forearm around, folding the elbow up away from his chest. Sheets of crumpled metal fell from the arm as Peter bent it to face the soldier. Peter's thumb depressed the fire selector on the arm and a spray of muzzle flashes clattered from the arm, chipping and shredding the neuro clamp on the Goblin man's head. The soldier fell to the floor as the suit seized and locked up, out of power and no control on the unconscious man within.

Peter turned to see Gwen run up Connors' back and leap over him, firing two webs down at the Goblins clambering over the Lizard's chest. She landed behind them in a crouch and pulled on the cables, tugging the Goblins off of Connors. They slid along their spines and Gwen brought her heel down on one of their noses, knocking him out, while she punched the other one in the face, knocking the female offender out. She grimaced at the female Goblin and turned back to Connors.

He mewled and covered his palm over the top of the deep cuts to his chest. Blood trickled down his chest but his scales grew back in thick sheets, sealing the wounds. Gwen walked up to him, checking the Lizard over.

"You okay?" she asked. He licked his scaly lips and nodded. They both turned and looked across the rooftop at the unconscious and destroyed Goblins, their mechanized suits annihilated. Peter paced over beside them. Gwen and Connors lifted their eyes to the Green Goblin himself. "See?! Together, we can overcome anything!" Gwen hollered.

The Green Goblin swooped down over Peter and cracked his heaving forearm across his nape, knocking the teen down across the concrete in shattering bangs. As Peter rolled over, feet flopping over his head, The Goblin caught his heel and dragged him off the lip of the tower, flying away with Peter in his grip.

"Peter!" Gwen cried, turning from a wounded Connors to see Peter flailing through the air beneath the Goblin's Glider, disappearing between smoking skyscrapers.

...

Peter watched between wrists as the city raced beneath his gaze. He groaned and tried to crunch his abs, but the heavy winds battering his body kept him stretched out and helpless. As the sun began to ebb beneath the horizon, deep blues and purples leaking into orange tones at the edge of the sky, he heard the pop and crackle of electricity. His masked eyes snapped to the view below, head flushed his rushing blood. The huge Oscorp power plant, buzzing blue as crackling volts danced between tall generator spires. He was on the very edge of New York City now.

The Goblin swooped up into the air and threw his arm upwards, releasing his grip on Peter's ankle. Peter flailed through the cold whipping winds, trying to right his fall. He groaned and growled, twisting his body to try and aim a somersaulting wrist to safety. By the time he righted his fall, his torso crashed through the week brick work of a tired and aged clock tower, overlooking the power plant like a Grim Reaper. Rusted steel and crazed concrete shattered like brittle ice against Peter's body.

He groaned and yelped as shards of brick fell around his body, before he slammed into the opposite wall of the tower, denting and pushing the bricks out of crumbling concrete. He fell away from the wall and tumbled down the length of the tower, cracking his vertebrae against the rusted and warped steel of a catwalk. He hissed and righted himself to quickly fire a desperate cable up at the catwalk, stopping him from falling into the churning teeth of the cogs below.

Peter swung over the cogs too low though, and his foot brushed the teeth, falling between and crunching his foot on the way past them. Peter screamed in agony and tore himself out of the churning cogs, crushed ankle throbbing and toes heating within his boot, wet with unseen blood. He slid his back down the cylindrical brick wall and gained momentum, before catching his coccyx on a strut of steel in the wall, throwing him down and crashing his gut into the pole stretching across the length of the tower. The pole bent and wobbled, a metallic bang rumbling up the tower. Peter grit his concealed teeth and gripped the pole, trying to push himself up from being curled around the pole.

A loud wail screamed through the hole in the wall of the tower above, the Goblin's Glider shrieking around the cogs and catwalks, diving down the tower, a green hue lighting up the dark and dank clockwork. The Goblin dived down atop his Glider and ground his momentum charged fist down on Peter's spine, snapping and folding the pole double as Peter somersaulted down the final drop of the tower, his broken back crashing into the concrete bathed in darkness. Snapped poles of metal clanged and bounced off the concrete around Peter's body, loud ringing echoing up the tower and reverberating back down.

Peter hissed and gasped, feeling his toes prickling with stung nerves, hot with shed blood. His fingers twitched and he gasped, trying to sit up. Peter spat blood, regretting it as it stuck to the inside of his sticky mask. He rolled onto his throbbing side, rubbing his temple across the cold, wet tarmac. Peter suddenly woke from his pain riddled groan when a metallic orange ball dropped and bounced across the concrete, stopping inches from his nose.

His eyes bulged behind his mask and he tried to shuffle away, only for the Grenade to crack and split wide open, sparks spitting out of the orb before suddenly erupting in a bright flash of brilliant white.

Shrapnel peppered Peter's body, a flake of swirling metal slicing through the cheek of his mask, popping the cracked lens out of it's casing, reeling Peter's head to the side from the impact. The mouth of his mask tore and draped away like a fallen banner, split and bloodied lips wobbling from the velocity.

Peter was thrown across the cylindrical tower, cracking his back against the brick wall, columns of dust falling from the bricks. Peter sat lifelessly against the wall, panting and drooling claret into his spandex lap. He managed enough strength to look up as the Goblin leaped off his Glider high up the length of the tower, free falling down to crash his boots into the concrete before Peter with an earth shattering bang. He reeled his head up and snarled at Peter, standing to full height.

Peter panted and grit his saliva strung teeth, raising a trembling wrist, fingers pressing the trigger pad in his palm. A web fired out, only for the Goblin to slam his boot against the wall by Peter's shoulder, trapping and squishing Peter's palm between solid brick and sharp metal cleats. He felt his hot blood trickling from the punctures in his throbbing hand, seeing puddles of his ruby blood speckling the grey floor.

"You've spun your last web, Peter." The Goblin sneered, reeling his boot from the wall, letting Peter's busted hand drop to his leg. He panted and closed his eyes, body taut with pain. The Goblin bent down with a whir, pressing sharp talons against the soft flesh of Peter's bobbing throat. He lifted Peter's chin, his blood trickling down his neck. The Goblin grinned and chuckled, shaking his head. Through the torn away side of his burned mask, he saw the scars and scorched flesh to Peter's skin.

"Not so funny once it's happened to you, huh?" He grinned, and as he tilted his head, Peter could see straight through the charred tendons of flesh and cooked bone of the Goblin's face. "I remember that night so well. The night Gwen Stacy _almost_ died...almost." The Goblin growled, throwing Peter's chin aside as he stood up.

The only real light in this dark and dank tower was coming from the Goblin's hovering Glider above and the exposed reactor in the Goblin's chest. Peter wheezed and coughed, trying to sit up, trying to stand up. He managed to keep his weak palm closed into a soft fist, rising to his feet.

The Goblin shook his grinning head and gestured for Peter to stand. "Come on, up ya get." He nodded, smiling his grotesque face. Peter stood on one broken foot, whimpering, shivering as he paced towards the Goblin. The Goblin suddenly growled and raised his mechanized boot, kicking Peter in the ribs, crashing him back down against the wall, gasping and panting for any air.

"You're so weak." The Goblin scoffed, shaking his head at Peter. Peter groaned and hugged his ribs, feeling only immense pain. "Time to end this fun, I suppose." The Goblin looked at his gauntlet, the sharp snapped remains of his sword extending out to only half it's original length. "Well...still sharp enough to kill." He chuckled, pacing to Peter. "It's been fun, but I've grown bored of you. Bye Parker." Peter shook his head and raised a hand to try and stop him, only for the Goblin to swat it aside and ready the final stab.

Suddenly a woosh of air and the Goblin looked up too late as Gwen dived down past the Glider and crashed her heels against his nose, breaking it clean to the side with a vicious crack. The Goblin staggered and sliced the blade across Peter's shoulder. Peter ducked down as Gwen swung her boot overhead and slammed it against the Goblin's face, making him stumbled back.

Gwen only had a moment to stare at Peter, reflective lenses widening on his condition. She turned just as the Goblin upper cut her face, launching her up into the dank and dusty air. The Glider wailed excitedly and screamed down the length of the tower, belly scraping the concrete as it scooped up it's trusted rider. Gwen ran up the cylindrical walls of the tower, holding onto a silvery cable dangling from the rafters above.

The Goblin wailed up the tower, grabbing the back of Gwen's head and smashing her masked face into the brickwork, dragging her up the side of the tower, carving away concrete and steel. She elbowed his head and pushed off the wall, freeing herself from his grip and swirling her body to dodge the cogs meshing at the top of the tower. She stuck to a catwalk and immediately leaped up over it as the Goblin's Glider tore straight up through it, breaking the rusted plates of corrugated metal.

Shattered handrails and walkways fell into the cogs, jamming the once churning teeth. The Clock face stopped spinning, time paused on the twitching hands. Gwen stuck her feet and hands to the opposite wall, firing a web to the Goblin's forearm and sticking it to the wall behind him, anchoring him in his spot for a brief moment.

The Glider stuttered as it's Rider was cabled to the wall, like a dog at the very end of it's taut leash. Gwen somersaulted across the gantry and growling Cogs, swirling through columns of dank lunar light.

"Should have killed you that night!" The Green Goblin spat, tearing the webbing and careening his Glider towards her in the tight space. Gwen vaulted off of the wall and ran across the warped handrails to stay out of his grip. Like a springboard, Gwen jumped off of the snapped end of the handrail and pressed her foot to the wall, pushing away and up over the Goblin's head.

"Right back atcha!" Gwen snapped venomously, leaping over his head and landing on his spine, shoving her thumb into his void eye socket. The Goblin clawed frantically at her, digging and running his talons down her scalp, tearing and fraying her hood and ripping the mask on her head, not to mention splitting her forehead's porcelain skin. She hissed and drove her fist into the side of his scarred face, tearing and peeling the dead skin off of bleached bone. He growled in annoyance and gripped her hood, throwing her down over his head, her back crashing onto the cogs below.

The mangled catwalk shunted and the teeth began to move, cogs gurgling back to life. Gwen quickly leaped up off the cogs, only to end up in the choke hold of the pissed off Goblin. He snarled at her masked head and spun atop his glider, throwing her through the wall of the tower. A ripple of brick exploded outwards and Gwen birthed through the hole, tumbling down to the pavement below. She rolled over and fired a web up to stick to the amber glass of the Clock face. Feeling the cable tighten, she vaulted her legs upwards and charged her weight into her heels, rejoining the fight seconds later. She crashed feet first through the glass face, shards of stained glass glimmering through the night air, peppering the surprised Goblin.

Her feet connected with his chest and knocked the wind out of the Goblin, crashing his spine into the brick wall, feeling it warp and crumble around his huge frame. Gwen back flipped and landed her heels to rest on the extended blades at the front of the Glider. As the Goblin regained his footing, she drove fist after fist into his nose, fighting atop his own Glider. The Goblin launched a ferocious upper cut deep into her gut, lifting Gwen up into the air. His other fist came up over his head and drove down on the back of her head with a concussive crack.

The violent move dismounted her from the Glider, falling down past the cogs and catwalks, covered in shattered glass and the two metal clock face hands. Gwen shot a web up at the cogs as she fell below them, vaulting herself up between them and grabbing one of the clock face hands on the way, gripping the heavy cast iron arrow. She pressed her foot to the wall and pushed off to gain momentum, landing on her tip toes at the back of the Glider, driving the iron hand down above her head, straight through the Goblin's spine, exploding through his chest. He roared and gripped the rod erupting from his chest.

Gwen somersaulted up over the Goblin's head, firing a web at his scalp on the way. She landed facing the circular hole in the tower that was the clock face, throwing the cable down over her head. The Goblin's feet disconnected from the Glider and he hurtled up over Gwen, being launched out of the tower. He hurtled towards the tarmac below, when Gwen fired a web at his spine, the silvery cable opening it's dainty palm and sticking like glue to the cast iron arrow through his torso. She gripped the cable in both hands tightly and pulled back with all her might.

The cast iron spear slid out of the Goblin's destroyed torso, hooking and pulling his flaking chest plate through his battered innards, doing more damage than the projectile ever could. Gwen felt the Glider hum to life behind her, so she rolled her body around to face it, dragging the cable around with her, feeling the immense weight of the cast iron hand lighten and gain velocity. It's speed matched the curve and as the Glider roared out of the tower to catch it's owner, the clock face hand swung up and slammed straight into the Glider, splitting it straight down the center, blowing it apart in a ball of fire.

The Goblin slammed against the barbed wire fencing below and crashed into the concrete in a massive explosion of armor and cracked tarmac. His body broke apart from the impact, shattered bone and steel breaking away, leaving only a tattered skeletal frame and the charred flesh within to roll to a stop.

Gwen panted and caught her breath, licking her lips. She then heard Peter groan down below, snapping her from her victory. "Peter!" she cried, leaping down the length of the tower, firing a web up to slow her fall.

She landed softly and daintily next to him. She pulled her mask off and threw it aside, propping up Peter's weak and bloodied face in her cradling palms. She gently removed his torn and burned mask, revealing the scars and burns to his right cheek and eyebrow. His eyes were shut loosely and his jaw hung open.

"Wakey wakey. I did it, you're safe, yeah?" Gwen nodded quickly, smudging the claret from Peter's burned cheek with her gloved thumb. Gwen's lip wobbled but she bit it back, shaking her head profusely. "N-No, okay, you wake up, alright? We survived Kraven together, okay? That guy cut your hand off and beat you near enough to death, but you came back, so don't you die from this, don't you dare!" She spat, feeling her emotions slosh uncontrollably in the pit of her belly.

Once again Peter didn't stir. She cradled his face softly and hissed at herself to move her palm from his hot cheek, feeling the burned flesh stick to her spandex glove. she peeled it away and held the nape of his neck, brushing his hair softly with delicate fingers. Deep in Gwen's pumping heart, she felt a swell, a swell that engulfed and smothered her other emotions. It was Sadness.

"Hey." She panted, sniffing. "C-Come back to me, okay? Y-You promised you would, always, r-remember?" She smiled despite her tears. "Oh, god, don't you leave me, not you too." She whispered, lips creasing and trembling. "Not you too." She felt her tears drip and splash on Peter's spandex lap below. Her eyes opened as she had one final trick up her sleeve.

"Hey, w-what's your name?" she asked with a weak grin, licking her lips and tasting salty water. Peter didn't move. Gwen lulled her head forward and sighed heavily, gently stroking her Bugboy's hair, one last time. How could she go on without him? But now, whether she liked it or not, Gwen was going to have to find a way to thrive without her wonderful boy-

"You don't know my name?" Peter murmured weakly, causing Gwen's eyes to snap open. She blinked her teary eyes and laughed hysterically, cradling his face.

"Oh, I know your name, I wanna know if you know your name." she chuckled. Peer grinned and his weak eyes slowly peeled open.

"I know my name." He chuckled, groaning as he rolled onto his back, lifting his good hand to cup her elbow. Gwen cheerily beamed and pressed her lips to his, tasting salt, blood and saliva, but she didn't give a damn in this moment, intent on thriving off of her happiness. Peter reciprocated the kiss, slow and languid. Gwen slowly and softly peeled her lips off of his split ones, strings of red saliva bridging their panting lips.

"So...It's done?" Peter raised a weak and cut eyebrow. "We've won?" Gwen sighed and lowered her head, before quickly lifting it to eye him. She licked her lips and tilted her head slightly.

"Not just yet." Her hoarse voice whispered. Peter's eyes darted in thought, only to widen and realize. "Get up, I gotcha." Gwen looped her arm around his back, helping Peter slide up the wall to full height. He hissed as he applied a tiny amount of pressure to his foot. Gwen noticed his crooked ankle and how it was swollen even through the boot. "Hang in there, okay? We're gonna get you help. Can you walk?"

Peter shook his head, resting all his weight on Gwen's shoulder. "Okay, then we'll take it in strides. You limp on your good foot, I'll do the heavy liftin, kay?"

"Kay." Peter hissed, his ripped and shredded palm hanging at his hip, other looped around Gwen's shoulder. They both walked out of the Clock Tower, leaning on one another, matching their speed and slowly pushing through the fire doors.

"Where'd the Goblin go?" Peter asked weakly. Gwen shrugged, looking up at him.

"I stopped him. Look, we'll discuss it later, okay?" Gwen murmured, walking along the chain linked fencing around the Oscorp Power Plant. They both looked up at the twinkling stars forming high above in the darkening abyss that was the sky. Gwen heard a gargle and stopped walking, her spidey senses flaring. She turned and looked at what her eyes were beckoning her to. She saw movement, down by the side of the Clock tower.

"Peter, stay here, okay?" Gwen kissed his cheek, gently setting him down by the fence, outside the bright glowing power grid. Peter hissed as she softly settled him against the fence. A car engine filled the air and they both looked up at the crumpled and barely road worthy remains of a yellow Taxi Cab. The dented and squashed hood leaked clouds of smoke and burst tires dragged behind in a spray of sparks.

The car screeched and stopped, A human Connors stepping out, slamming the door shut. Wrapped in a towel to hide his bare body, he lightly footed over to the Spidery pair.

"Gwen, Peter, you're okay. Thank god." He grinned gently. His grin failed when he saw Peter's condition. "Well, Gwen is anyhow."

"The Goblin busted him up good. Can you look after him, Doctor?" Gwen asked. Connors smiled at her softly. He nodded and bent down, gently looking over Peter's wounds.

"Where's the Goblin now?" Connors asked, looking up through blonde straggly locks. Gwen stood and looked over her shoulder at the Clock Tower. "Ah. Go. Do not let him get away."

"We won't." Gwen nodded, looking at the cylinder of blue liquid by Connors side. "We've nearly won this."

Gwen turned and stormed over to the edge of the Tower. The remains of the skeletal Goblin staggered to it's feet, spitting oil and blood. He dragged the shattered remains of his ankle through the gravel, limping away. His left arm hung by his hip, only attached by wiring and rotten flesh.

Gwen paced around the corner and grabbed the Goblin's collar piece, slamming him against the wall. Despite his condition, he grinned, watching Gwen reel a fist back, teeth gritted.

...

Harry's eyes blinked open, bleary and swollen. He gasped and coughed, his fattened and throbbing lip leaking red across the tarmac. Harry groaned and rolled onto his back, hearing nothing but silence. The smell of putrid smoke filled the air and a few muffled bangs rumbled across the city. Harry wiped his lips with his forearm, smearing claret across his skin. He sat up and looked through his messy woven locks at the destroyed Goblin suits and the unconscious deformed people within them.

"Wh-What?" He pushed himself up to his feet and tread across the rooftop, before pausing mid stride, his memory slapping him in the face as he eyed his own destroyed Goblin armor. "Peter." He spat with aggression and hate. He grit his teeth and nodded his pointing finger at the armor, shaking his head. "Nah, Pete, you ain't getting away with this, not this time!"

Harry turned and stepped over Danny's body, storming towards the fire exit. He shoved the door open with new found strength and began the long trek down the stairs, hissing at the agony in his leg at every step. He rounded the corner at the bottom of the staircase, panting with exhaustion, before limping towards an elevator, finally!

Power had been restored to Oscorp Tower, but it was in short supply. Track lighting across the ceiling blinked and crackled, Harry folding his arms as he waited for the elevator. "Come on, Come on!" The door dinged and slid open, Harry quickly pacing inside the metal tube. He cleared his throat into his fist.

_Destination?_ A disincarnated female automated voice spoke. Harry nodded to himself and flicked his wrists free of nerves.

"Special Projects."

_Only Director Gustav Fiers has access to-_

"Override! Authorization given by Mr Fiers himself." Harry spat with a venomous tone.

_Affirmative._ The female voice accepted the lie. Harry was surprised that it was that easy, but he digressed. He sighed as the elevator doors slid shut and the cylinder he was encased in began it's decent. Harry rolled his shoulder blade with a crack. He was still unsure of what he was going to find in special projects that would be of any use to him. All the Goblin suits had been unleashed during the Ravencroft breakout. What was left in there that he could use to kill Peter, to finally enact his revenge?

_Bottom floor. Welcome to Special Projects Wing._

Harry's stomach lurched as the elevator came to a sudden halt. The doors slid open, one slower than the other, and he stepped out into the darkly lit basement of Oscorp Tower. Sparks spat loudly and brightly from torn conduits hanging from the walls. He stepped lightly over the dead bodies of the security men who tried and failed to destroy the Goblin when he was reborn. Black clouds of flies buzzed over the pale corpses, and all the cold Osborn could react with was the curiosity of how the flies got down into the basement.

He turned a sharp corner and his eyes latched to the smashed glass case that once housed the remains of his Goblinesque Father - courtesy of Peter Parker. Harry swallowed with an audible click and walked past the dank cell, glass crunching under heel. He swatted hanging cables aside like vines in a jungle, until his eyes landed on something that caught his attention.

Encased in a huge glass cube, suspended from the ceiling by steel cables and Karabiners, was the monstrously monolithic RHINO Mech. Harry licked his lips and stepped over a thick weaving of copper cables, pressing his hand to the glass.

"Sinister Syndicate profile: Entry One of One..." Harry read aloud off the flickering screen. "First attempts of cross species genetics involved that of a human and a Rhinoceros. The DNA strands accepted one another, until they grew at an uncontrollable rate. Lab subject succumbed to increased and uncontrollable muscle growth and Bone marrow stretching. Final killing blow was the Horn that grew through his skull. Subject died on operating table and further experiments were shut down. Super soldier serum could not be derived from Rhinoceros blood, but an alternative for the US Army was reached..." Harry paused to breathe and take in the information, glancing up at the green and tan camouflage colored Rhino Mech. He looked back at the Entry Log.

"Daniel Sim and Alistair Smythe of Oscorp's weapon and mechanics division designed a Rhinoceros inspired Mechanized Bipedal tank. Armed with Sixty Millimeter ammunition in each wrist mounted machine gun, two shoulder mounted rocket launchers and a Hydraulic powered Horn, this was sure to be a success with the US Army. Smythe sunk sixty million Dollars into this one prototype, but the US Army thought the idea was "ridiculously overkill" and refused to purchase the RHINO Mech. All dealings between the US Army and Oscorp ceased, and the R.H.I.N.O (Robotic and Humane Instrument of NATO Operations) was left to gather dust in Special Projects."

Harry swiped a thoughtful thumb across his lower lip and his eyes darted in thought. He sighed and looked up at the aggressive mechanical Rhino, the titanic horn resting on it's shoulder blade, thick weld lines running across plates of metal, beneath thick spray coats of green and tan camo. Harry pressed the door release and with a pneumatic hiss, the glass door lifted up into the ceiling. Harry stepped up the walkway and marveled at the huge tank. He slid his hand along the smooth metal plating of the huge articulated hoof like-toes. He coiled a thick cable around his hand and grinned up at the incredible machine of death.

"Why didn't the Army want this? I-It's awesome!" Harry looked down at the thick and long machine guns welded to the hulking Rhino's front arms. "It's exactly what I need." Harry slapped the metal with a loud clap and went to the array of consoles stood behind the hunched Mech. Hoses and wires ran up from the computers to the suspended Rhino.

Harry began typing away at the consoles, just enough power to boot it up. "Come on, come on, come on." He grinned evilly.

_Beginning R.H.I.N.O Ignition. _

The same automated female voice sounded. Harry chuckled and the lighting within the room grew brighter, along with the loud thrumming of engines kick starting. A gargle sounded from deep within the Mech, and a spluttering plume of black smoke spouted from two exhausts on the Mechanical Rhino's back. Harry laughed and clapped maniacally, proud of his own work.

"Ah, this is so awesome!" he laughed. "Ah, I'm comin for you Pete."

The Mech grew louder, the rectangular headlights on the rotund belly of the Rhino flickering to life. Blinking strobe lights flashed bright yellow and red on each shoulder pouldron. The green and tan robot Rhinoceros began to thrum louder and louder as Ammo belts fed around from the back of the vehicle and to the guns on the forearms. Thick hoses shook as gushing fuel filled the Rhino's veins.

Harry rubbed his swollen eye and turned back to the monitor.

_R.H.I.N.O ignition complete. Security scans complete. Warning! R.H.I.N.O is too heavily armed for use in such a populated area._

"That's the idea, baby!" Harry laughed to the ceiling, clicking the last button on the keypad: The cockpit hatch release button. He grinned and ran over to it, picking up the strewn ladder and propping it against the rumbling belly of the titanic machine. Harry climbed up eagerly and vaulted himself over to sit within the cockpit. He chuckled like a child in a candy store, cracking his knuckles and settling into the leather seat. The ladder fell over with a crashing bang. Harry looked over the array of controls.

"Okay, so that's all green, that's good. Dunno what that does. Oh well, you learn by doing!" Harry cackled, slapping his palms together and licking his lips. He reached behind the seat and pulled out the driver helmet, attached to the cockpit by a thick bundle of wires and cables. Harry sat the helmet on over his head, the front of the rounded dome covering his eyes. Harry blew out a breath of nervous excitement. "Whew, lets go!"

The Heads Up Display on his helmet crackled to life and a small screen glimmered inches from his eyes. He turned his head, and the Rhino's huge armoured cranium turned too, Horn scraping the tiling of the ceiling. Harry's smile widened further.

"Oh this is too good!" Come on, let's go get Peter Parker!" Harry spat venomously. "I'm sure Oscorp won't mind me borrowing their hand-me-downs!"

_R.H.I.N.O Launch commencing..._

The cockpit's reinforced glass canopy slid shut over Harry's head and he felt the machine lurch slightly as the support tethers released their grip on the Rhino's shoulders. The Rhino dropped and caught it's balance, staggering back a few steps as Harry righted the Bipedal mech. The RHINO was now fully operational and stood on it's own two feet, supporting it's own weight for the first time.

"Let's go!" Harry cheered, steering the huge Mech out of it's cage for the first time. The colossal machine stepped one short leg in front of the other, the entire body shaking and wobbling with each heavy footfall. On it's two back legs, Harry walked the monstrosity across Special Projects, towards the spot his HUD was telling him to go to.

As the Rhino stepped in the direction, all of it's weapons spinning and whirring up, cocking and loading with fresh ammunition, A split appeared in the ceiling. Harry looked up, causing the Rhino's horned appendage to whir upwards. A huge hatch was opening in the ceiling, drops of water running down off the sliding bay doors. For the first time ever, the Rhino was going to see daylight, as terrifying as that sounded.

Rays of warm light painted across the green and cream camouflage patterned Rhinoceros of steel. Harry looked down at his array of options, flicking the switch that said "Rear thrusters"

The Rhino Mech looked up at daylight and two huge ports on the top of it's hunched spine slid open. A hazy cloud of heat roared down from the ports and a bright blue flame appeared to crackle at the lip of each funnel. They pointed downwards, the weight lessening on the short stubby legs the Rhino stood upon.

"Go, go, up, up, up!" Harry cackled, pulling the levers back as the heavy Rhino slowly began to lift atop a roaring downdraft of dust and vapor. A deafening crackle rumbled as the Rhino slowly took to the sky atop a spire of thickening smoke.

With it's heavy and clunky feet dangling beneath it's impossibly rounded body, the Rhino took to the skies in search of it's user's prey. In search of Peter Parker.

_R.H.I.N.O launched..._

* * *

**Author's Notes: A shorter chapter, but that's cos I didn't want to jump straight into the final fight as a second half of a chapter. So, I love Mechs, as you can tell, and I so wanted to use the RHINO Mech in this story somehow, and I finally know how! With Harry at the helm, this can only be bad news for Peter and Gwen. The finale is so close guys! I Love ya! - Dave**


	36. We're Best Friends

**Author's Notes: So, here we go, the final fight between Harry, Peter and Gwen. Hope you all enjoy, and stay prepared for the ending, it's getting closer and closer to that point! - Dave**

* * *

**Chapter Thirty Six: We're Best Friends**

**...**

The Rhino Mech flew across the night sky of Manhattan, limbs hanging heavily as the back thrusters held it to the sky. Harry clicked a few buttons and wiggled his fingers on the joy stick, bearing down on the beacon in the Goblin's armor. Where ever he was, so was Peter.

"You're gonna bleed Pete, I promise you that." Harry vowed, chuckling deep inside the Mech.

...

Gwen threw the Goblin through the chain linked fence with a crash. He tumbled and his mechanized spine spluttered and oozed oil, the shredded remains of his lips grinning.

Connors peered up from his current task of wrapping Peter's wounded hand in gauze, staring at Gwen dragging the Goblin over and chucking him unceremoniously into the gutter. The Goblin laughed as Gwen shook her head, stepping over him. She bent down besides Peter, resting her hand on his neck, lightly stroking her gloved thumb over his bloodied skin.

"Hey, you okay?" she asked softly. Peter nodded and his breath rasped with every wheeze.

"He may have a collapsed lung, I'm unsure." Connors sighed. "Gwen, we need to get him to a Hospital."

"Oh boy, good luck with that." She pinched the bridge of her nose. Peter began to weakly shake his head.

"N-No Doctors...my blood...they could...find out..." he rasped tiredly. Connors sighed and nodded to himself.

"Then Peter, you're going to have to choose I'm afraid. Peter Parker's health, or Spiderman's identity."

"Is it that bad?" Gwen asked, looking at Peter's bandaged hand. Connors nodded.

"I'm afraid so. Peter, besides your possibly collapsed lung, you have a crushed foot, your ankle is broken, the bones in your hand are...almost powder!" Connors scoffed. "The burns to your face are substantial and you've lost a lot of blood."

"Oh my god!" Gwen gasped. Peter coughed and wheezed. "Peter, that's bad, you've gotta go to the Hospital!"

"But, Gwen..."

"No buts!"

"Yes, no buts, Peter, do as the ball and chain says." The Goblin coughed and laughed from the gutter. Gwen growled and grabbed him by his shredded steel collar, lifting him up to stare venomously at him. Satisfied that he would now shut up, Gwen dropped the Goblin's remains down into the tarmac heavily. She huffed and looked back at Peter. His swollen purple ringed eyes were intent on the Goblin, his split lip flaring.

"Peter." Gwen said softy, taking his ripped chin in her hand gently, trying to pry his gaze away from the Goblin. Peter was seething as he listened to the broken Goblin's laughter.

"Kill him." Peter snapped, and Gwen gasped. Connors' eyes bulged and the Goblin grinned at Peter.

"There he is." He cackled and coughed. "Truly colors are grim, huh?"

"Kill him! End it now, k-kill him!" Peter began to wheeze after his aching bellow.

"But I thought that Spiderman was the good guy? I thought that bad people killed?" The Goblin played innocent, lying on his shattered and snapped spine.

"Shut up." Gwen snapped, blocking Peter's line of sight to the Goblin with her face. "Peter, look at me. Don't say that. That makes you just as bad as him, please don't lower yourself to his level."

"But you killed Kraven." Peter blinked at her. Gwen sucked on her bottom lip and her eyes bulged at him. She was speechless to his words. She sighed and looked down at the floor.

"Yeah. Yeah, that's right, I did." Gwen rubbed her face with a groan. "I did kill him. But, Peter, at the time I had no choice. I never set out to kill him, he was choking me, I had to save you, and..." She looked at Connors as he listened intently, the Goblin too. "...and the crane's cable was right there. I grabbed it, wrapped it around his neck and threw him off the side of the dam. I took a life, Peter. I'm not proud of it at all, but I did to survive."

Gwen looked at the grinning remains of the tattered Goblin. "But him? We kill him now when he isn't even a threat, then we're no better than him."

The Goblin turned his head and half of his snapped jawbone hung heavily against the pavement. "It's true." He shrugged, sparks popping and gears churning against rotten flesh. Gwen snarled and turned back to Peter.

"They'll lock him up and throw away the key."

"For how long, huh?" Peter licked his lips, swollen eyes brimming. "H-How long, before he just breaks out and does it again!" Peter hissed and winced as Connors removed his boot, seeing the bruised and split skin of his swollen foot, stained in claret.

"Sorry, please refrain from moving, Peter." Connors sighed, wrapping a sheet of gauze around the wound. Peter wiped his eye with a groan and looked blearily and exhausted at Gwen. She smiled softly and stroked his cheek, avoiding the burns.

"Look at him. You think he's breaking outta anywhere?" Gwen smirked as Peter gave a small smile. "We won. Take solace in that." She kissed his lips gently. Peter hummed.

"Not yet you haven't." The Goblin chuckled from the floor. Gwen rolled her eyes and groaned.

"Come again?"

"Still gotta tidy the mess I've made of Manhattan, hmm?" He nodded to the glowing blue canister of antidote. Gwen looked at the cylinder and picked it up, her thumb swiping dirt and dust off of the scratched glass.

"You're right." She murmured, looking up from the canister to Connors and Peter. "I'll go to the Carrier and fire this into the sky."

"Alone?" Connors asked, Peter hissing in pain as his hand tightened the bandage. "That's preposterous, the city is still crawling with freed criminals, infected or not!"

"G-Gwen, you can't go alone." Peter shook his head against the fence. A loud crackle and jolt of blue light lit up the sky as the Power plant's Tesla coils surged. "H-Help me up, I'll come."

"You're kidding, right?" Gwen looped a lock of blonde hair behind her ear. Peter shook his head.

"I-I'm feeling better. Doc's patched me up, I'm fine." Peter clutched the fence with a rattle of chains and stood on shaky legs, hissing at the pain in his foot. "S-See?" His face's features scrunched in hidden pain. Gwen sighed sympathetically as she drummed her fingers on the canister.

"Peter, come on." Gwen's hoarse voice said softly. "I can do this alone."

"Yeah, seriously Pete, stop holding her back." The Goblin laughed. "She is a strong independent woman, she don't need no man!" The Goblin's remains spoke with sass. Gwen pressed her boot onto his shattered chest plate and sunk it down, pushing the animated corpse to the earth.

"I can do this. Easy." She smiled brightly to Peter, emerald eyes expanding. Peter shook his head.

"Nope, I'm coming." He picked up his torn glove and boot, sliding his bandaged foot into the hotly wet spandex. He cried out in agony but finally slid it on.

"Oh yeah, no, y-you look like you're in tip top condition." Gwen retorted sarcastically, lips creased in sympathetic agony. "Peter, stop, stay here, you'll be safe."

A loud thump rumbled across the starry sky, a crackle of engines breaking the deathly silence. Peter's spidey senses flared and gripped tightly around his aching spinal cord. Gwen and Connors looked up in shock as a downdraft of heavy winds rippled outwards around them. Gwen's golden hair billowed around her face and shredded hood, staggering back and shielding her eyes with her wrist.

"Yay." The Goblin giggled from the gutter. A massive bang sounded across the land as a titanic machine of rigid steel landed on stumpy legs. The Rhino Mech stood up from it's crater, pistons hissing and gears grinding. Aiming from it's pneumatic hips, the Mech's wrists clicked and whirred as sets of machine gun barrels extended and locked into place.

Harry grinned through the glass of the cockpit, his HUD display helmet covering his eyes, but beautifully displaying the fear and shock on all of their faces. Feeling invincible, he activated the intercom, speakers on the outside of the machine crackling to life. Peter and Gwen slowly stepped away from the camouflage colored thirteen foot tall mechanical Rhinoceros.

"I've waited a long time for this moment Pete." Harry chuckled, stomping the massive Mech towards Peter and Gwen, stubby back legs supporting the huge upper chassis. "...That fear in your eyes, god I've waited to see that, and man it does not disappoint!"

"Harry...w-what the hell is this?" Peter croaked. The Rhino whirred and stood tall, the huge horn appendage tilting as Harry's head leaned.

"Oh this old thing? One of Oscorp's hand me downs, it's unusual weapon of destruction, left to gather dust in their labs. Well no more! This is exactly what I need to make you bleed!" Harry shouted through gritted teeth. A variety of machine guns and missiles flicked out of ports and slots, readying for combat, standing over them with clenched paws. "You like it?"

"A rhino...a giant metal rhino..." Peter raised an eyebrow. "That is the most ridiculous thing I've ever heard of."

"Really? Well, we'll see how ridiculous it sounds when it's stomping your corpse into the gravel!" Harry spat, the cabin's windows suddenly vanishing behind thick steel. The Rhino whirred and lifted it's wrists, cannons locking onto Peter and Gwen.

"Peter, look out!" Gwen screamed, shoving him through the fence harshly. The fence snapped and fell over in a heap, Peter rolling down the verge of grass and mud till he hit the concrete housing around one of the many towering Tesla coils.

The Rhino Mech unleashed a barrage of bullets in their direction, deafening crackles exploding across the night sky. The constant flickering of muzzle flashes blinded Gwen until she leaped up into the sky, firing a web to one of the Tesla Coils in a split second decision.

It backfired. A massive electrical current ripped down the Biocable and sunk straight into her Webshooter, popping the circuitry and bursting the plastic casing, Biocable fluid oozing out of the cracks and dribbling down her wrist. Thanks to her rubbery suit, Gwen barely felt the current, but it was still enough to shock her and send the blonde tumbling out of the sky, crashing into the Power Plant, landing heavily on a humming mass of cables. Gwen spasmed and flinched from the current in her nerves.

"Gwen! Peter!" Connors shouted in alarm, turning to face the hulking mechanical Rhino. Deep inside the Mech, Harry grinned at his Head's Up Display, locking his cannons onto the doctor.

"See ya, Doc." Harry cackled, squeezing the triggers, unleashing another barrage of heavy fire. Bullets tore through Connors body, ripping his towel and sending the naked man tumbling down the hill in a heap of blood. Harry laughed maniacally from inside the Rhino, stomping over the flimsy fencing, entering the Oscorp Power Plant.

A blue hue took to the cold night air as volts of cyan and violet light crackled between Tesla coils. Gwen groaned and sat up from the pipes and copper wiring, rubbing her aching head. She tucked the frizzy blonde hair out of her eyes and pinched the bridge of her nose.

"Argh, that sucked!" Gwen hugged her stomach, standing on shaky legs. She looked at her right web shooter, fried and spluttering sparks and fluid. Gwen rolled her eyes and groaned, detaching it from her sleeve and throwing it unceremoniously on the floor. "Great." She quipped. Gwen looked up and saw Peter staggering to his feet, limping towards her with worry in his bruised eyes. Gwen's eyes lit up and she leaped over the cables, running towards Peter.

"Go!" Peter shouted, waving his arms over his head. Gwen looked up over Peter and saw the massive Rhino Mech stamping around the corner, huge torso wobbling, steel plates and wires jiggling with each stomp. Gwen staggered to a stop and grabbed Peter's hand, tugging him with her as she quickly led him to hide behind a nearby crate.

"Get down!" she yelped, just as Harry lined them up in his sights.

"You're mine now, you and your Blonde bitch!" Harry spat, squeezing the triggers and activating the Mech's array of machine guns. The Rhino's forearms jerked back as four barrels erupted in crackling flashes. Gwen shielded her head with her wrists and dived behind the crate with Peter. Bullets chipped the metal and exploded in puffs of dust.

Gwen held onto Peter like a lifeline, as did he to her, both panting and waiting for the hailstorm of bullets to end. Peter looked up at the towering Tesla Coils all around them, buzzing and crackling with electricity. Eureka. He had an idea.

"Gwen! I-I got an idea!" he shouted over the bullet fire.

"Lay it on me!" Gwen responded. Peter licked his lips and pointed to the Tesla Coils.

"We overcharge Harry's mech!"

"Like a battery?!" she mimicked an explosion with her fingers. Peter nodded exuberantly.

"Exactly, like a battery!" He looked left and right, before seeing the main housing unit for the conduit bridging the gap between Tesla Coil farms. "There! That platform! If I can get up there, web those wires back together and attach them to Harry's mech..."

"...It'll overload and explode!" Gwen nodded brightly. "Peter, you're in no shape to do this! You'll die!" Gwen gripped his collar loosely.

"Come out and die, coward!" Harry roared from inside the closely stomping Rhino.

"Gwen, no, I can do it!" Peter nodded to her. Gwen shook her head, and Peter knew what she was planning. "Don't you dare, you are not putting yourself in danger, I promised your..."

"My Father? My Uncle? Now isn't the time! We're a team, remember?" Gwen snapped at him. The bullet fire stopped and Gwen looked up over the crate, seeing the Monolithic Rhino stood in the middle of the flat road between Tesla Coils, staring dead at them. Smoke piped up from the glowing red barrels of Harry's machine guns. "We do it together. Peter, go to the center console inside the Power Plant station, I need you to deactivate the Tesla Coils, just for a while! Once I've reconnected the wiring, once I've given you the word...restart the Power Plant." Gwen looked at him with heroic determination.

"Time to face your destiny, Pete!" Harry's mechanized voice filled the air. Peter shook his head at Gwen.

"No, you're not doing this! I-I cant lose you!" Peter tried to sit up. Gwen quickly kissed him softly.

"You're not going to.** _We're Best Friends_**, remember?" Gwen winked, looking over at Harry's Rhino, waiting for them to emerge. "I'll keep him occupied. I can't swing about till you've got the plant shut down, okay?" Gwen looked at her last Web shooter. "I cant magnetize them, so I need you to shut the system down." Peter licked his lips and nodded, clambering to his feet.

"Come out, come out, wherever you are?" Harry chuckled, titanic Mech stomping around the Tesla Coils. Gwen leaped over the crate and turned, pointing at the station window, where the power switch was located.

"Go!" she shouted, turning with fists clenched to face Harry. In that split second she turned from Peter, her Spidey senses flared, and everything went in slow motion. Her ears rang as she saw her Father's apparition stood before her, looking slightly disappointed yet proud in a sympathetic frown. Her Uncle Danny smirked beside her Father, winking to her.

Stood directly beside her, grinning maniacally and clutching his shimmering Kukri blades still dripping with Peter's blood, leopard skins draped over his huge torso, Kraven the Hunter cackled at her.

"Stay safe, Gwendy." Her Dad smiled softly. "Please."

"Give em hell, Spidey Gwen." Danny chuckled.

"Go ahead, Gwendolyne, the one enemy I underestimated...go ahead and claim yet another life." Kraven walked around her, grinning. "Hah. Anymore, and you'll start catching up to _my_ kill count."

Gwen shook her head and the apparitions vanished. She looked up the blue lit road, sparkling with damp puddles that reflected bursts of high voltage light, seeing the Rhino land heavily from a heaving jump, exactly where her Father stood. A thunderous bang rumbled from the tonnes of steel before her, concrete exploding around it's feet. Harry stood the Mech back up on two legs, whirring and hissing. The elongated and welded Horn raised into the air with a hum of vibrating metal.

"Where's Peter?" Harry snapped. Gwen shrugged and bit her lip.

"No idea. Guess you'll have to play with me." Gwen smirked. The Rhino raised it's wrist and aimed an array of missiles and machines guns at her. Bullet belts wobbled in the breeze. "Aww, did I piss you off?" She quipped, tilting her head.

"I will kill you, I have that power, you know, I am in control!" Harry shouted, spittle in the corner of his lips.

"Huh. Even at school I thought you were pretty weird. Guess this just proves it." Gwen stalled, looking over her shoulder slightly as she saw Peter enter the window frame, unlocking the cover over the reset switch. She turned back to the towering Rhino before her, only the whir of steel and crackle of electricity to be heard.

"Yeah..." Harry laughed weakly. "...bet nobody perceived this happening, huh?" all of the weapons clicked and loaded into firing positions. Gwen pressed her fingers against the trigger pad in her palm.

"Nope. Was a crazy world, huh?" Gwen smirked at him.

"Still Crazy." Harry snapped, squeezing the triggers. Suddenly all of the Tesla coils shut down and the blue glow vanished, only the lunar light to paint the dead Power Plant in dull white. As the muzzle flashes lit up the dark, the spot where Gwen was three milliseconds ago was now vacant.

"What the?" Harry stomped the bipedal Rhino back a few steps, huge drum of ammunition on it's back sloshing. He flicked a switch inside the pitch black canopy and the headlights on the Rhino's chest exploded to life, two thick beams of golden light painting the dead Power Plant before him.

He could hear the swishing of webs, Harry's sadistic grin returning. He turned the huge Mech around to face the other way, headlights painting huge golden circles across the dark Tesla coils. Then something swung down between the glow of his headlights, the white and black clad female slamming her boots against the reinforced hull of the Rhino. The impact was enough to make the Mech stagger on stumpy legs, but it wasn't as effective as Gwen thought it would be.

"Reinforced titanium. Good luck with that one, girl..." Harry chuckled darkly within the towering Mech. Gwen rolled over onto her feet, now stood in the path of his bright headlights.

"Need to give Gwen some light." Peter mused, looking over the controls. He saw the labelled switch for Emergency floodlights. Peter's eyes lit up and he flicked the switch.

"...Now stay still so I can blow your brains out." Harry quipped, before squeezing the triggers. Gwen back flipped and narrowly avoided the stream of bullets currently ripping the tarmac apart. Gwen flipped upwards into the air and found a new sense of light, as huge flood lights above the Power Plant's four corners filled the Tesla farm with an exuberant amount of white light. Overlapping shadows from the towering Tesla Coils painted down over the stomping Rhino Mech, still firing at Gwen as she rolled and weaved through the stale air.

"Oh, thank you, Peter Parker!" Gwen cheered, twisting through the bullet storm to fire a Biocable at the Mech's forearm, catching a missile in its cradle. She tugged and pulled it clean out, swirling her body around to build momentum into the lassoed missile. She let go of the taut cable and sent the missile flying back towards Harry's Mech. Panicked, Harry raised the Rhino's paws and shielded the canopy as the missile made contact. A titanic explosion lit up the complex in a bright orange ball of expanding fire, swallowing the Rhino Mech as it tumbled and fell over onto all fours, rolls of smoke tumbling over the stained chassis.

Gwen landed on her toes and watched the writhing animal of metal whir and roll over onto it's paws. She watched and listened as Harry's disgruntled growls rumbled through the intercom. He got the Rhino to it's feet and aimed the sharp Horn at her.

"You wanna play, blondie?!" Harry spat. "I'm gonna kill every last one of you pathetic scum!" Harry roared before a loud whirring sound emanated from the Rhino's core. The mech suddenly galloped towards her, clumsy in it's every stride, but very quick and heavy. Gwen turned away from the stampeding Mech and leaped into the air, firing a web to the nearest disabled Tesla Coil and just climbing into the air before the serrated horn sliced her wide open.

Harry lay in the inverted cockpit and turned the running Mech straight into the Tesla Coil, the Rhino smashing straight through it in a spray of glass, copper and steel. The tower's snapped spine yawned and fell into the next as Gwen leaped and bounded between then, swirling through the air, occasionally looking below at the massive Rhino Mech stampeding through every single Tesla Coil she touched.

Peter watched with rapid beats of his heart as one after another of the Tesla Coils fell into a pile of shattered metal. "Come on, Gwen." Peter begged, fingers on the trigger switch.

Gwen somersaulted underneath the falling pillar of energized steel, as another Tesla Coil tumbled to the earth below. She fired her last web shooter to the next Coil and wrapped around it's side, launching her clear as the Rhino tore its horn straight up through the belly of the now crumbling tower. She landed on the platform where the cables were, a small grin on her panting lips.

The Rhino stood up on it's back legs as Harry frantically searched for her, missile pods extending across the Mech's bulbous shoulders. Gwen leaped from bundles of wiring to the next, firing webs from one to another, looping them around each other, essentially forming a web. Peter watched from the building with pleading eyes, his heart on fire.

Gwen turned and leaped into the air to abandon her work as bullets shredded the webbing.

"Damn it!" she exclaimed, landing to perch on the side of a Tesla Coil, watching the Rhino's bulky body turn to her. Her eyes latched to the missile pod raising over it's shoulder, a puff of smoke and whistle sounding before the white tipped rocket erupted into the air, towards the lithe blonde.

Gwen leaped up into the air and fired a web to the opposite Tesla Coil, feeling the wind whistle in her ear as the Missile brushed her hair. Heat erupted up her back and a massive bang deafened her ears, as the missile shredded the Coil to sunder.

Gwen pushed her palms to the opposite Tesla Coil and immediately leaped to the next as a spray of bullets shredded the spot she had been in milliseconds before. One after another, the Tesla Coils fell into piles of ash and shattered steel. Gwen leaped and bounded from one to another beneath the moon's glow, narrowly avoiding Harry's Mech.

"Stay still, and_ DIE_!" Harry screamed, his lips frothing, seething. He groaned in frustration and threw his HUD helmet off, disengaging the canopy so he could get fresh air and see her with his own eyes, not on a damn screen. The reinforced canopy folded back and the Horned head of the Rhino extended up above it's shoulders. Harry growled and aimed at her with his steely determination, huge Rhino arm raising to mimic his movements.

Gwen swung around Tesla Coils as a line of bullet devastation carved down them in her direction. She twirled up over the Mech and fired a web down, deep into the central workings of the Mech's servos. Gwen reeled herself down on the web to land on the back of the Mech, taking a hold of the thick ammunition belt on the back, tugging with all of her might till it split and snapped, throwing Gwen unceremoniously into the concrete.

_Warning! Ammo feed is inactive. Weapons are non functional._

Harry growled at the A.I's voice and turned the Mech around to face Gwen as she stumbled to her feet. As all of his guns clicked on empty, Gwen stuck out her tongue and leaped back onto the platform to continue linking up the wires with her webbing. She had to complete the circuit! Peter could only watch on. He was in no condition to help her physically. At least he could fire up the Power Plant when she needed him to.

Harry stomped the Mech towards her, aiming the last of his missiles at her. Gwen's senses flared and she turned, leaping high into the air as a hail fire of swirling rockets squealed towards her. She weaved beautifully between the missiles, her natural curves sliding around deathly explosives. However, there was a catch. They were heat seekers. The missiles turned back towards Gwen as she dived down to Earth. Gwen fired a web out towards a nearby pile of destroyed Tesla Coil, pulling a cylindrical bundle of copper into the air. She swirled around and threw the copper into the path of the whistling missiles, causing a titanic eruption of bright fire to exhaust itself in the cool night air.

Gwen had no time to recover and crashed down into the concrete with a crack. She groaned and writhed, sitting up to the see the Rhino Mech stomping towards her. She could see Harry now. He was seething, intent on killing her. Harry tapped a few buttons on his console within the cockpit and the A.I spoke again.

_Activating Electrical whip._

A huge portion of the Rhino's back plating slid apart and a wound up bundle of thick wiring connected to the right forearm of the Rhino, feeding a long cable through the paw. Soon the blackened cable lit up blue and massive sparkles of cyan and violet light crackled across the long whip as Harry flicked the Rhino's wrist.

"Huh. That's convenient." Gwen murmured with a groan as she sat up, only for Harry to whip her across the back. Gwen screamed and was flung through the air by the impact. She begged her diaphragm to loosen, to allow her to breath, but she was so winded. She sat up and saw the Rhino turn towards her.

"That hurt?" Harry cackled. "Good! Ah, I am so gonna make you bleed!" Harry grinned, whipping the earth around the Mech, massive crackles of electricity exploding across the tarmac. Gwen sat up and coughed, swiping her thumb over her bleeding lip. Clambering to her feet, still feeling the shocks of the whip rack her body, Gwen eyed him intently.

Harry swung the whip over the Rhino's head and Gwen lunged at the Mech, firing a Biocable at the undercarriage, pulling on it and sliding her back across the gravel, directly under the Mech and out the other side. Given how long it took Harry to turn the Mech around, Gwen's chance was nigh.

She finally leaped back to the platform and began to link the wires back together with her thick webbing. The Rhino turned around with heavy stomps and dragged the crackling whip across the concrete. Gwen leaped back and forth, attaching webs left, right and center.

Harry growled and swung the Rhino's arm back, throwing it forward and launching the whip at Gwen. She dodged the strike as it cut and melted a hole through the corrugated steel.

Gwen fired a web at Harry's face, coating the teen in thick webbing. Harry growled and clawed at his face, the Rhino Mech staggering without it's pilot's control. Gwen finally had two bundles of webbing in her hands and was ready to complete the circuit.

Harry tore the webbing off of his face in frustration and turned the Mech back at Gwen. He roared in uncontrollable rage and whipped her again, this time the thick electrical cable wrapping around her waist.

Despite the unbearable high voltage currently burning her suit and overcharging her nervous system, Gwen dug her heels into the platform and tried to pull the tight bundles of webbing together before her.

Harry grinned out of control, the intent to kill in his lost eyes consuming him entirely, simply fixed on keeping that whip wrapped around Gwen's waist, to keep shocking her to death. Gwen groaned and grit her teeth, slowly bringing the webbing together.

Peter watched, petrified for Gwen, as Harry's Mech kept it's arm stretched out, whip lassoed around Gwen tightly. Volts and blue crackles ripped up and down her body, but Gwen was far from giving up. She finally pulled her arms together despite the surging pain and tied them together, seeing the Biocables begin to glow red hot as electricity from the whip past between them.

"Peter now, do it NOW!" Gwen screamed. Peter nodded and threw the lever back. Suddenly all of the Tesla Coils lit up bright gold and a massive surge of energy shot through Gwen, throwing her clear of the electricity field. The whip became tangled in the webbing and the circuit was completed by Harry.

Gwen landed and tumbled across the floor, smoke and steam rising from her spasming body.

Peter watched as the brightness of the Power Plant grew and grew. Harry screamed as unfathomable amounts of energy surged down the whip and into the Rhino Mech, overloading it's circuitry, bursting bulbs and sending wailing warning alarms into overdrive.

Harry's cries and screams became jostled by the immense amount of electricity passing through his body, bursting his heart. The Rhino's arms threw outwards and jostled alongside Harry's movements, as finally the load became too much, and a massive explosion erupted from the Rhino. A shock wave tore across the Power Plant and shattered the last remaining Tesla Coils, blowing the fuses on every light switch in Manhattan.

Peter stepped back as the brightness dissipated, leaving darkness as every bulb in the city went dark, the only light being the red hot glow from the smoking Rhino Mech, and Harry's cooked body. Peter panted and watched as the Rhino listed back and forth, before finally tipping forward and landing on the tarmac with a deathly crunch, plates of warped steel peeling away, the left arm of the Mech tumbling out of it's socket and rolling across the tarmac. The body bounced from the impact, until all became deathly silent, and the dead Rhino became still again.

Peter bathed in the silence, until realization dawned on him. "Gwen!" He limped away from the console and made his way to the exit.

Finally Peter limped out and into the cold outside air, smelling putrid smoke, seeing the Rhino Mech face down, Harry's dead body within. Peter swallowed with an audible click and turned towards the sounds of low moans. "Gwen." He whispered, vaulting over sparking cables, seeing her lying face down in a pile of brick and glass

"Gwen." Peter rolled her over gently and saw her smiling weakly. Peter sighed heavily with relief. "Ah, thank god!"

"Something like that." Gwen hissed as she sat up with a wince. Peter chuckled and wrapped his arms around her sore body. Gwen groaned at the contact and Peter quickly realized, relieving the squeeze of his hug.

"Oops. Sorry." He said. Gwen smiled and winced as she sat upright, fingers occasionally twitching.

"S-Still a bit jittery." she shook her head.

"Can't say I'm surprised." Peter stroked the soot and blood off of her dirtied cheek. Gwen sunk into the embrace warmly.

"Okay. Think I'm ready for that hug now." Gwen smiled, opening her arms. Peter chuckled and sunk into her hold, hugging her back. Both of them groaned at the aching in their bodies, but they were alive, and that was all that mattered in this moment. The occasional buzz of electricity crackled through the air, making Gwen and Peter flinch, but they simply hummed and sunk back into hugging each other's warmth.

Overhead, the clap of rotors sounded, military Helicopters swarming Manhattan to begin the clean up and quarantine operation. With all of the Goblin goons dealt with, and the threat of the Ganali device null and void, extra army reinforcements had arrived in the battle damaged harbor.

"Mmm. This is nice. Well deserved." Gwen smiled against his rising chest as Peter stroked her back.

"Yeah." Peter sighed and slowly retracted out of the hug. "But it's not over." He lifted her chin. "Not yet."

"Not yet." Gwen sighed, looking at the sizzling Rhino Mech lying face down, smoldering and spitting flames from tears in the armor. Peter stood up with a groan, dusting his palms off against his blue spandex thighs. He extended his hand to Gwen and smiled. Gwen beamed back and accepted, being pulled up to stand. Both of them winced and gasped as pain wracked their bodies in sharp violent stabs.

Peter wrapped his arm around Gwen and both of them leaned against one another, lightening the burden of their pain. They both limped over to the massive Rhino carcass, smoke pouring from the deep gashes and stains. Peter licked his lips and sighed, pressing his palm to the broken steel plating.

"Sorry Harry." He blinked tearily, sniffing. "I-I'm sorry you got involved in all this. I'm sorry I killed your Dad...at least the part of him that was your Dad." Peter corrected with a mumble. Gwen hugged his side, resting her head on his shoulder. "...Rest well, buddy. No matter what, we'll always be best friends."

Gwen kissed his cheek. "I'm sorry, Peter." she played with the neck of his spandex suit. "I really am."

"I know. He was outta control. He wasn't gonna stop till either one of us was dead." Peter rubbed his tired eyes. "Urgh, why? Why Harry? He was my friend, and I failed him." Peter shrugged. Gwen sighed heavily and hugged Peter's waist tightly, pressing her forehead to his shoulder to lessen her headache.

"You didn't fail him, Peter. He failed himself." She sighed. They were both ripped from their bewail, as they heard a splutter and gasp from over in the pile of destroyed Tesla Coils. Peter and Gwen lit up and quickly limped over to the pile of rubble. "Hello?"

"G-Gwen?" They heard a voice groan from within. Peter tried to lift a segment of Copper coil, but he simply gasped in agony and instinctively clutched his side. Gwen tried too, but they were in no condition to do anything to help.

"Argh, its too heavy!" Gwen panted. Suddenly a massive reptilian hand smashed up through the pile of rubble, Gwen and Peter staggering back. The rubble shifted and rolled away as something massive pushed up from within. The Lizard reared his head and panted, greenish red blood oozing from bullet holes in his chest. Connors groaned and rolled unceremoniously out of the hole, panting, tail wrapping around his own leg to straighten it out.

"You made it!" Gwen and Peter cheered, dropping to their knees to look at the huge Lizard, panting to the floor. "Are you okay?"

"Argh...A little worse for wear...But I'll be alright." Connors licked his lizard lips and smiled. "Congratulations, you two. You did it." He sat up with a groan, huge plates of muscle writhing beneath sliding Lizard skin. "I'm sorry about Harry." Connors mumbled to Peter. He smiled sadly back. Gwen nodded and sat back next to the huge Lizard.

"Just one more thing to do." Gwen suddenly sat up with a start. "The cure! Where is it?!" Gwen cried, frantically looking around the destruction. Connors chuckled raspily and revealed his left claw, opening his palm, a glowing blue canister of liquid sloshing within. Gwen sighed heavily with relief.

"I don't think you realized that you'd dropped it earlier." Connors smirked. Gwen rolled her eyes and chuckled, taking it from his hands. "Come on, last thing to do."

"No it isn't. Not the last one." Peter said, looking off at the distance. Gwen stood beside him with a raised cut eyebrow.

"Wha?"

Peter simply looked at what he was seeing, Gwen following his line of sight, until she saw the Green Goblin limping off into the distant Manhattan, dragging his shattered heel through the tarmac.

"The last thing on the list." Peter sighed, looking at Gwen. Gwen bit her lip and nodded.

"Go do whatever you have to. Just...please...don't lower to his level. You're so much more." She kissed his cheek, turning to Connors as the Lizard limped to his feet. "We'll go launch the cure."

"What about Peter?" Connors asked, watching as Peter began to limp off. Gwen smiled lightly and turned to the Lizard.

"He's getting closure." she shrugged.

* * *

**Author's Notes: The end of the Osborn family. Harry's demise will mark the end of an era for Oscorp, but also the rise of Gustav Fiers, as no one is left to challenge his rule over Oscorp and all that entails. Let me know what you think guys! I love ya, and stay tuned for more! - Dave**


	37. Epilogue

**Author's Notes: Here we are guys, the finale to We're Best Friends. Get ready boys and girls, and thank you so much for staying with me throughout this story. It's been a blast, and I'm glad I got to finish it! - Dave**

* * *

**Chapter Thirty Seven: Epilogue**

**...**

Connors leaped across the street in Lizard form, Gwen swinging overhead on silvery strings, swooping and somersaulting with the_ blue_ cure in hand. They still had a chance to finally end all this, for their lives to go back to some sort of normality. Gwen swung up over a smoky skyscraper and saw the glimmering waves lapping at the cold steel of the sunken Naval vessel. The cannon was still intact and angled up to the sky. They could use it to fire the cure into the skyline and save the whole city, just like intended. Gwen was going to prove that she was a hero, that she was more than capable of being...of being Spiderwoman.

...

Peter limped through the quiet and abandoned night street, cold air clouding at his lips. He dragged his sore heel and hissed at every spasm of muscle. How had he lost the Goblin? They were still in the same physical condition, if anything the Goblin was worse off, so how had he vanished so quickly?. Peter stopped when his toes clapped against a plate of metal. He bent down and picked it up, turning it over to see the Oscorp logo and the scorched edges to it. It was a piece of the Goblin. Peter growled to himself and dropped the metal to the floor, looking up at the tall Construction site above, cranes creaking in the night breeze. His Spidey senses blared and he knew the Goblin was up there, he knew it. He had to finish this...now.

...

The _blue_ liquid sloshed in the clear canister, cradled to Gwen's warm chest as she leaped and swung over the skyscrapers in her path, bounding herself high into the air and rolling her body over in the air, cyan boots angled towards the Naval vessel below. She landed with a thump on the deck, rolling across the smooth surface to relieve the impact force. Gwen sat up and panted, checking the canister in her palms. She rolled it over and saw scratches and scuffs on the thick glass. Content it was safe, Gwen sighed with relief, turning sharply as Connors' Lizard form leaped off the lip of New York and sailed above the oil filled harbor, landing with an explosion of concrete besides Gwen.

"Keep up." Gwen smirked. Connors rolled his eyes and growled in his throat. "You're getting slow, Doc."

"Very funny. Come on." He gestured to the cannon.

...

"Ah, I do like it up here. Looking over New York. So quiet...so peaceful." The Goblin sighed, looking down over smoldering Manhattan. "I could happily die up here with a content grin on my face...looking at all the damage I'd wrought." He laughed weakly.

"It's over, Goblin." Peter snapped, stepping onto the top floor of the construction site, metal creaking and groaning in the nightly winds. He let go of the Biocable he'd climbed to reach this point, swinging in the breeze. Stood at the very edge of the concrete platform, looking down at the hundred story drop to nothing but sand and stacked steel, the Goblin scoffed and tilted what remained of his head. Crane booms whispered between one another, winds rattling through overlapping beams.

"That it is, Peter." The Goblin hissed, jawbone hanging loosely from shreds of charred muscle. He turned with a limp, dragging his cracked and torn ankle, heavy titanium boot scraping deep gouges into the concrete. His left arm hung loosely from it's exploded socket, only wires and fleshy tissue keeping the titanium coated sleeve attached. "That it is." The Goblin raised his chin with a skeletal grin.

Peter's Spidey senses rung hotly, burning up and down his spine. He turned to confront the source, eyes expanding on Aunt May and Helen Stacy quivering in the corner, both bruised and stained in blotches of claret.

"Aunt May!" Peter exclaimed brightly, staggering when he heard the sharp rattle of a gunshot. Helen yelped and May screamed. Peter felt a searing heat in the pit of his belly, exclusively to the right to be exact. The heat was expanding and expanding, so his eyes peered down at the source.

Even through the spandex, he could see the spread of blood, especially as it came trickling in ruby beads out of the bullet's exit wound. Aware of the injury, Peter gasped and writhed, dropping to his knees, palms cupping the wound, fingers sticky with blood.

"Peter!" Aunt May cried, tears trickling down her cheeks. Peter shuddered and turned drunkenly to the Goblin, stood tall on shattered limbs, exploded plates of steel springing out from certain points on his destroyed physique. As the moon slowly loomed through the night sky, it came to settle directly behind the eclipsing Goblin, lunar white light pouring in rays through the massive holes in the Goblin's torso and limbs, even his face.

"Wh-Wh..." Peter fell forward onto his face with a clap, nose smacking against the cold concrete. All he could hear was the rushing blood in his ears, heart beating quicker and quicker. He slid his bandaged hand along the gritty surface, only to retract it when his fingertips brushed the steel of the Goblin's only intact foot.

"So predictable." The Goblin scoffed, swinging the pistol in his right handed grip around loosely, aiming it from Helen to May. "Speaking of predictions...can you predict how this is going to end, old boy?" The Goblin wheezed, limping around Peter, his heavy ankle scraping behind him like a dragging anchor. "I'll give you a clue."

Another loud gunshot rang out, reverberating off of the vibrating steel walls, the noise lessening against the whipping tarps billowing in the breeze. Helen gasped in shock and fell back against the tool boxes with a drunken clatter, desperately clawing to put pressure on the expanding red wound in her shoulder. May ventured closer, pressing her hands either side of her shoulder, applying the perfect amount of pressure, despite the tremble in her clammy hands.

"Th-There's an exit wound, you'll be okay." May blinked teary eyed.

Peter tried to sit up, but the pain in his abdomen ruled supreme, dropping him heavily back to the concrete.

"Get the picture?" The Goblin sneered, his jawbone listing to the side. "You take away my world, I take away yours."

"G-Goblin...please..."

"So many opportunities I gave you! So many to get out of this life, to stay safe and keep your loved ones safe!" The Goblin drummed his gun against his hip. "Norman and I, we offered you a cure. You spat in our faces." The Goblin scoffed, shaking the remains of his temple. "Time and time again you set out to prove that the world needs heroes. That they work?" A deep and guttural laugh resonated behind a plague of coughs. "Guess what, Parker? They don't. Heroes belong in fairy tales, in comic books!"

"Th-This city needed protecting."

"No but that's just it! It didn't!" The Goblin laughed hysterically, waving his gun maniacally. "It was fine, then you came along, then the lizard, then me, then Kraven, then Blondie, then Harry! Don't you see? It all stems from you!" He pointed the gun at Peter's head. "You! You-You-You you you YOU!" he repeatedly punched the barrel of the gun to Peter's throbbing temple. "Th-The balance of power is so outta wack!"

"Why? Cos you're not in control?" Peter snapped, managing to stand on shaky legs. He fired a mist of webbing to his wound, sealing it. Slowly Peter paced to Helen and did the same to her. May stared at unmasked Spider-man, at her Nephew and smiled sadly. Peter reciprocated. The Goblin chuckled and stared out at the moon. "You never were in control, Goblin. Norman was. Now you're parading around in his corpse, not letting him rest! The Osborn family is over. Time to give up Norman and let the Osborn's find peace!"

The Goblin scoffed and turned, disgusting face illuminated in the lunar glow. "We shared the body. He leaves early, and I'm supposed to go too? Nah, I-I'm having fun." The Goblin raised the gun at Peter again. "In fact...I forgot about the prediction game!"

**BANG!**

In the blink of an eye, the Goblin had turned and pulled the trigger, shooting Helen in the gut. The blonde woman gasped in shock and spluttered, blood trickling down from her lips. May screamed in horror and tried to suppress the bleeding, but it was substantial.

"Ooh, that looks sore. Hmm, I'd give her...hmm, what'd ya say Nurse May? Half an hour till blood loss claims her?" The Goblin chuckled darkly. Peter panicked and bent down, cupping Helen's face to keep her awake, to give her something to keep her eyes trained on. He snapped his eyes over to the Green Goblin. "Told you I'm in control." He snarled at Peter directly.

"St-Stay awake, Helen, please stay awake, please, please!" Peter begged, pressing his forehead tightly to hers. "Th-Think of your children, okay?" Peter whispered softly to the gasping woman. "Think about how they'll wanna see you, stay awake for them, please."

"P-Peter." Aunt May cried. Peter cupped the back of his Aunt's head and kissed her scalp, holding her close to Helen.

"Keep her awake, please." Peter begged his Aunt. May nodded. He stood with a groan and hiss, cupping his own wound. Peter turned and saw the Goblin stood by the edge of the construction tower, lunar light and crane booms crisscrossing before him. Wind howled through the bullet holes and exploded tears in the Goblin's torso.

"What more do you want, huh? What more can you try and take from me?!" Peter snapped. The Goblin turned his shredded face.

"Man of the people, yet so self obsessed." The Goblin sneered. "That word:_ Try_. It just shows that I have yet to take from you! Every time, you take it back, you find a way to save it! You know how infuriating that is?"

Peter suddenly figured it out, hitting him with sudden crystal clarity, like a gallon of ice cold water to the face, numb with realization. His whole body wracked with fear at that moment as the Goblin waved his gun around in his only hand, chuckling darkly.

"So...who to take? Your Aunt...Or the mother figure you so crave? The mother to your lover." He flicked the barrel from May to Helen.

"J-Just...stop pointing the gun." Peter begged. "Please."

"I once offered you an ultimatum. A vial of liquid to escape this life, so none of your loved ones got hurt, and you spat in my face! So here we are, months later, my final ultimatum for you in play."

"G-Goblin..."

"Choose. That's the Ultimatum, Peter. Choose who you want to save more. Your old, alone and frail Aunt, or the vibrant blonde matriarch to what remains of the Stacy family. What's gonna have the biggest backlash? Who's gonna hate Spiderman the most, and for who? Will your failure to save dear old Aunt May get the city's blood boiling, or will the death of the late Police Captain's wife really stick the nail in Spiderman's coffin?"

Peter gulped and tears dripped down his cheeks. "And what about Gwen, huh? How's she gonna cope if you choose your Aunt over Helen? She barely kept it together when dear old daddy passed..." The Goblin limped pneumatically around Peter. "...Will the death of her Mother drive her to finally step on a rickety stool and tie a rope around the ceiling fan? Will the domino effect take down the rest of the Stacy's?"

"I'm gonna kill you." Peter seethed, spit billowing across his gritted dentures. The Goblin whirred and pressed the cold barrel of the pistol to Peter's spine.

"Or maybe I can kill Spiderman, but keep the man behind the mask alive...paralyzed from the waist down, never to swing or walk again!" The Goblin laughed and wheezed. Peter clenched his jaw and shut his eyes tight, feeling the hot boil of pain throb deep inside his wound.

"Do it. Take me." Peter pleaded in a whisper. Aunt May gasped and tried to stand.

"Peter, no!" she pleaded, only for the Goblin to turn and aim the gun dead at her, a snarl to what remains of his shredded lip.

"Sit...Down." He snapped. Peter blew out a held in breath, condensation fogging at his lips, a shiver wracking his spine as more high speed winds wailed through the skeletal tower.

"Aunt May, please...just do as he says. Keep Helen awake." Peter begged with his back turned.

"Yes, May. Do as Peter says. He is the Amazing Spiderman after all." The Goblin chuckled, stepping around Peter, dragging his snapped and buckled heel. Aunt May gingerly nodded and sat back down, gently tapping Helen's cheek to wake the pale and dying woman.

"Better choose soon." The Goblin stepped in front of Peter, grinning as lunar light poured through the holes in his torso. "Neither of them have much time."

Peter thought about the fact that Helen was the only one to be critically injured. Aunt May was okay...so what did he have in mind?

"Take me, I said, let them go and kill me, I'm the one you want." Peter spat.

"Oh, Pete. I don't really wanna kill you, I'm all talk! You're my best buddy, the ying to my yang, my arch rival! Why would I wanna spoil the fun we can have, battling for the balance of power for eternity!" The Goblin exclaimed loudly, chuckling. "New York at our fingertips, forever battling for the city's people. I wanna kill, you wanna protect, we were born to do this!"

Peter looked over at Aunt May whispering to Helen, trying to keep the weakening woman awake, blonde hair falling over her closing eyes.

"Choose soon. She ain't looking too good." The Goblin giggled. Peter bit his lip and danced his eyes between Helen and May. "Or I choose for you." The Goblin snapped. Peter's heart froze.

"I-I-I..." Peter stammered, heart pounding, no answer to this impossible ultimatum. May looked at Peter sadly.

"It's okay, Peter. I-I've lived a full life. If I have to go and see Ben early, then so be it. I won't be alone. Just...don't give in to this cowards game! Do the right thing, no matter what." May smiled as tears ran down her cheeks. Peter's lip trembled and he too sniffed, tears dripping onto the concrete below.

"Tell you what, let's test your instincts, see what your instant reaction is..." The Goblin limped around Peter, shoving off the Teen as he tried to grapple the Mechanized remains. He pressed the gun barrel to Helen's head.

"NO!" Peter screamed, grabbing fistfuls of his chestnut hair helplessly. The Goblin grinned, cocking the hammer back on the pistol. Then he quickly swung the gun around and aimed at May. The instant the gun leered at his Aunt, Peter leaped at the Goblin, only for the gun barrel to slam against Peter's thigh and a loud bang and bright flash to resonate between their shattered bodies. May screamed in horror as Peter felt the cold wind mix with the leaking hot trickle down his leg. He gasped and dropped to his knee in agony, hopelessly clawing at the gushing wound in his blue spandex.

"We have a winner." the Goblin grinned, swinging the snapped and loosely hanging remains of his left ankle up to smack Peter's chin, knocking the teen back in a pile. May screamed and ran to Peter, pressing her palms to his wound, trying to keep her boy awake.

"He's my boy, my boy!" She cried, tears dripping onto the silvery spider emblem. The Goblin sneered and limped behind May, pressing the gun barrel to the back of her head. May gasped at the contact and her body froze, tearful eyes shutting tight.

"I-I'm not scared of you." May's teeth chattered in fear. The Goblin scoffed, locking eyes with Peter.

"I'm not doing this to scare _you_. I'm breaking a hero."

Suddenly with a final blast of adrenaline, Peter pushed Aunt May aside and a loud bang resonated, a puff of concrete spraying up from the bullet hole. Acting quickly, Peter slammed the Goblin down into the concrete with a crack, shards of broken steel shedding from his skeletal frame. The Goblin laughed as Peter clambered atop him, piling fist after fist onto his warped nose.

"Y-You think you've won?! You think this is truly my final act?!" The Goblin laughed at every punch. Peter paused, fist reeled back.

"W-What?" He panted. The Goblin spat blood through the cracks in his jawbone, grinning.

"I-I'm always one step ahead of you, Pete." Peter panted and licked his lips, a thousand questions racing through his mind. What had the Goblin done? What was his final act?

"What'd you do?!" Peter roared. The Goblin spat oil and blood. "Tell me!"

"I simply changed a few rules!" The Goblin cackled. Peter growled and grabbed the tattered remains of the Goblin's left arm, tearing it cleanly away from the hoses and rotten flesh that suspended it. Peter threw the arm off of the tower and panted in rage, seething. The Goblin grinned and licked his lips. "I liked that arm, it captured my best side."

Peter hoisted him up by the throat and snarled at the grinning corpse.

"I-It's okay, I'm gonna tell you exactly what I did, cos that's part of the fun!"

"What did you do?!"

"You think I'd achieve all this chaos without a Contingency plan for Spidey's inevitable win?" The Goblin chuckled, and Peter's eyes widened.

...

Gwen and Connors scampered across the listing deck of the sunken vessel, cold night water lapping at the charred metal. Gwen watched as Connors leaped up to the cannon and roared, muscles heaving as he tilted the titanic barrel towards the city. Gwen bit her lip and looked down at the _blue_ vial of liquid in her palms.

...

"Wh-What?" Peter dropped the Goblin with a clatter and staggered back, bumping into a nervous Aunt May. The Goblin laughed maniacally and rolled over, sparks drooling down his snapped armor.

"Fascinating stuff that Gathoric Grenolium, or the Goblin juice I've named it." The Goblin laughed hysterically to himself. "Look at the carnage it can reign over a whole city!"

Peter gulped and listened to the maniac.

"Little known facts about the Goblin juice? It's so potent, that a dose of over two percent is lethal to the host! I-I'm a gentlemen, so I only gave Manhattan a little tiny one percent of the stuff, but look at what that little amount did!" He gestured drunkenly to the smoking city of Manhattan. Peter panted and his heart rate climbed.

...

"Gwen, drop the cure in the barrel, and we'll launch it." Connors hissed, green scaly skin sliding over bulging muscle. Gwen gulped and nodded, swiping her thumb over the clear canister of _blue_ liquid.

"Okey Dokey." She huffed, leaping up to the tip top of the pointed cannon.

...

"W-Why're you telling us this?" Aunt May stammered. The Goblin spun around, maniacal grin on his face and bolstered wide green eye.

"Another little fact that barely anyone knows, is that the Goblin juice...i-it's clear! Like water! They add the green pigment so that it isn't ingested or misplaced! Th-That gorgeous green hue is a health and safety trick!"

Peter gulped and his eyes flicked up to the distant harbor. His fingers fidgeted nervously by his side.

...

Gwen dropped the _blue_ canister into the barrel and it slid down to rest on the hammer. Connors nodded and ran his Lizard legs up the steel to vault through the glass of the Bridge, smashing the shivering panes and gripping the trigger between huge scaly fingers. Gwen poised on the barrel and watched the Military sending a flurry of jeeps and helicopters deep into Manhattan, already quarantining parts of the city off. They were going to cure these people, she could feel it!

...

"...I mean, all pathogens or cures made by Oscorp all get formulated and cooked through the same machine. Be a shame if someone meddled with it." The Goblin shrugged, and Peter's eyes snapped wide.

"Ah the ol' Goblin Juice! The best thing about it being clear?" He laughed hysterically. "...You can make it any color with a little pigment! Even _Blue_." He grinned. Peter suddenly realized with horrific clarity.

...

Gwen leaped off the cannon and gave Connors a thumbs up from the deck. Connors nodded and squeezed the trigger. A loud bang resonated and the cannon barrel jerked back violently, a _blue_ glowing canister flying high up over Manhattan. Gwen smiled proudly and crossed her arms as she watched it sail up and into the clouds, a loud thump sounding and a flash of blue erupting above the clouds.

Soon enough particles of blue flakes began to snow from the sky. Gwen sighed with relief and looked up above as those same _blue_ glowing flakes began to flurry down over her head.

...

Peter heard a spout of coughing and looked to his left as Aunt May began to wheeze and clutch at her throat, dropping to her knees as blue glowing flakes rained down through the shredded tarps above.

"Aunt May! Aunt May!" Peter screamed, cupping his Aunt's face as it began to turn a sickly shade of green. Peter looked up as Helen too began to cough and wheeze, rolling on the floor and writhing in agony. Tears prickled Peter's eyes as he looked up at the Goblin, grinning back at him.

"I always win."

...

Connors stood next to Gwen and sighed with relief too, until he coughed, shaking his lizard head, staggering drunkenly on his feet. Gwen saw this and watched as every blue petal touched his green scaly skin, pealing the scales away and turning his hard flesh to soft human skin. Blonde hair began to sprout from his head and Connors violently coughed and wheezed, dropping to the deck with a thud as this formula rid him of his Lizard qualities. Gwen panicked and dropped to her knees, trying to help Connors breathe.

She heard a horrific echo of screams all across Manhattan and she looked up with wide eyes as Helicopters began to spin wildly out of control, tumbling down in huge fireballs against the skyscrapers.

...

"Count yourself lucky you got bit by that Spider, Peter. Had it not sunk it's fangs into you, you'd be dying too right now." The Goblin chuckled. "Oooh, I did it! I did it!" He cackled and wheezed, looking out over the night time skyline of Manhattan, a chorus of horrific screams and dying coughs echoing across the city. Peter cupped May's face as she coughed violently and fell to the floor. Tears blinking off of his eyelashes, Peter tried to keep his ill Aunt awake, trying to keep Helen awake at the same time as she too dropped to the floor in a fit of retching coughs.

"Oh my god, oh my god, st-stay awake Aunt May, please!" He panted, quickly sliding over to Helen to cup her face and shake her back awake, boils and sizzling green scars covering her skin. "Ah Christ, stay awake!" He panicked.

"Looks like the hero's all outta time." The Goblin limped behind Peter. Peter staggered back on his knees, hands shaking as he looks helplessly from May to Helen as they writhed and retched. The Goblin bent down besides his snapped ankle, picking up his pistol with a clinking of metal on concrete. Peter felt his rage boiling at the laughing of the madman behind him, the echoes of screams across his city, the state his dear Aunt and Girlfriend's Mother currently lay in, all of it was frothing over the edge, his snapping point near it's limit.

He felt the cold barrel of a gun press to the back of his head. Peter's lips firmed and twitched along with his eyelid, unparalleled rage pouring hotly through his veins and in a split second, all the overlapping sounds vanished into a loud ringing. The demonic laugh, the deathly screams and cries, it all merged into one white noise.

"I really don't wanna kill you, I really wished we could fight one another forever and ever till time itself collapses anew. But oh well, I can dream I guess. Can't have you being the hero anymore."

Suddenly Peter threw his head to the side of the gun and grabbed the Goblin's forearm, cracking all his weight into opposite forces. His wrist snapped loudly and the Gauntlet folded downwards in a deafening bang. The gun fell from the Goblin's broken grip and Peter swung around, hand smashing inside the exploded steel of the Goblin's chest cavity.

In a split second of eye contact, Peter gripped the Goblin Suit's power reactor, despite it's unbearable heat currently burning the skin from his palm, and twisted with a guttural snap deep inside the Goblin. The Green Goblin groaned and sunk his eyesight into Peter's ferocious gaze. Hoses and veins snapped from the burning hot reactor and Peter tore his arm back, feeling the jagged tears in the Goblin's armor strip the spandex and skin from his wrist. The Goblin gasped and staggered, looking at the beating heart of the suit in Peter's burned palm.

"A-And...I...th-thought I...was...evil." The Goblin scoffed, watching his reactor's glow dissipate to cold blackness. Peter threw the reactor down harshly and panted, looking up at the Goblin with bleary eyes as the monster staggered back on shaky heels towards the lip of the tower. Tarps billowing in the breeze brushed along his steel contours.

"You still lose, Peter...Spiderman can be no more after this is over...Th-They'll hate you for unleashing that pathogen..." The Goblin's eye flickered. "You and Blondie are done...Balance is restored."

The Goblin died with a grin on his grotesque face, tilting backwards and falling off of the tower, tumbling soundlessly down to the earth below, only the whistles of wind howling through the holes in his falling corpse.

Peter panted and stared bleary eyed at the stone cold spot the Goblin once teetered, listening to the distant screams filling the icy air, and the muffled thump of the Goblin's corpse hitting the earth. Peter blinked and looked down at the dead reactor on the floor, lying on snapped pipes an hoses, Norman's long cold blood trickling onto the concrete. Peter shut his eyes and bit back the relieved sob, conflicting with the guilt of having to defile Norman's body that way. He mouthed an apology to Norman and wiped his eyes.

He suddenly turned back to May as she grabbed his Spandex coated wrist.

"P-Peter!" She cried over guttural coughs, green scarring etching over her skin. "Go...save...yourself..._please_." she wheezed. Peter shook his head and hugged May to his chest, sobbing into her neck. He had no idea what to do, looking up through watery eyes and ragged breaths as more of those deathly blue flakes fell through the torn tarps overhead. What could he do?

...

"G-Gwen!" Connors fell to the floor, legs snapping back to straight human shins. Gwen panicked and tried to hold the writhing and shrinking man as he bucked and coughed, flaky green skin peeling away from his hand, disappearing to the wind. His tail dissolved and peeled away into dust. Gwen whimpered and trembled, gloved hands trembling above Connors.

"W-What do I do!?" she cried in a yelping panic.

"Y-Your blood!" Connors twisted across the deck of the sunken ship. "You're not changing, i-i-it's something to do with your blood!" He coughed, grabbing fistfuls of his regrowing straggly locks. Gwen looked on with wide eyes through her billowing gold fringe, panting through the tight white and black suit.

"M-My blood?" she looked down at her hands, at the cuts and splits in the fabric of her suit, slits of claret. "My blood..."

"G-go! Get to Oscorp, use your blood!"

"B-But we won't have time to synthesize another cure from it! I can't fire it from this ship in time, people are dying!" Gwen cried over the distant screams. "oh god, what do I do?!"

Connors panted and stared with uncertainty. "I...I don't know." Connors said brokenly between spasms and cramps. "But you n-need to try. Go to Oscorp, at least _try_ to formulate a cure from..." he pointed a trembling finger to the red stains on her suit. "...That."

Gwen wasted no time and clambered to her feet, turning back towards the chaos clouded city, a snowy flurry of blue flakes unleashing madness upon them all. She didn't want to think about all her friends who were no doubt caught in the pandemonium. Gwen sucked in her breath and pulled her white hood up over her head, leaping off of the deck and somersaulting through the air, firing a Biocable up to the nearest Skyscraper. Feeling it tug on the concrete lip, she pulled up and swung over the screams of dying exposed people below. Her tears trickled down her face and speckled her billowing hood.

Gwen had to get to Oscorp, she had to fix what they'd done. She swung up over a construction site, when her Spidey senses flared. Gwen looked to the source and saw Peter on the tower's top floor, hugging someone, and a blonde woman splayed out beside him. Gwen let go of the cable and landed with a soft thump beside the crying boy.

"Peter! W-We gotta hurry, we gotta get to Oscorp and fix this mess!" Gwen panted, before slowly succumbing to realization. "Peter?"

"Gwen, i-it was the Goblin." Peter sobbed, hugging Aunt May as she began to grow weary. "H-He won! He meddled with our cure! People are dying, my people are dying!" he wretched and sobbed. Gwen cupped her trembling lips and looked down at the blonde woman coughing into a puddle of blood...her own blood.

"M-Mom?" Gwen gasped, dropping to her knees beside her violently ill mother. She gently overturned her green skinned mother and burst into tears at the blood spitting from her lips. "Oh god, Mom, Mom, no! No, no!" Gwen cried, cupping Helen's face and trying to keep the dying woman alive, unawares of the trickling bullet wound in her Mother's shoulder and stomach.

Peter looked up at Gwen's blood curdling cries, his own eyes blood shot and bleary.

"Peter, w-we need to cure them! NOW!" Gwen screamed. Peter broke back into tears and frantically looked around at the dying city, stuck under a cloud of toxin.

"We did this, we unleashed it, we have to fix it!" Gwen cried heartrendingly. "Mom?" Gwen looked down as Helen's coughs and raspy breaths had stopped, and her eyes had closed. Gwen gasped in horror and tried to shake her Mother awake.

"Mom, oh my god, Mom, please no, please! N-Not you too, god no!" Gwen buried her face in Helen's bloodied neck, sticky with claret. Peter looked around helplessly, as Manhattan succumb to the Goblin's toxin that he'd tricked them into releasing in one final diabolical act. Peter didn't know what to do, he didn't know how to save Manhattan, his Aunt, Helen, he didn't know what to do! Gwen's cries of loss filled his thumping ears, his nose filled with the smell of smoke and burning embers. His lips quivered and his eyes watered as Aunt May's grip around his neck grew weaker, her hands slipping into his lap.

He was still a Teen, and the Goblin had only proven that Peter was still very dependent on the care and love of his Aunt, that he was unfit to fight a war alone, to save millions in a heartbeat. In desperation and desperation alone, he looked up to the blackening clouds above, the claps of thunder roaring overhead, and Spiderman screamed...

"HELP US!" to anyone listening. _"PLEASE_!"

As if an answer from God, A loud bang sounded above the clouds, and a bright white light illuminated the night sky, blinding Peter's wincing eyes. Silence reigned over Manhattan as all looked up to the heavens, a golden glow enriching the abyss above, tiny flakes of golden embers beginning to fall down like molten rain. Peter blinked and shielded his eyes with his wrist, Gwen doing the same through wracking sobs.

More and more of those golden speckles fell from the black clouds, dousing Manhattan in a shower of golden rain. Peter looked back to May with a start as wet splashes of golden liquid doused her green face. He shielded her with his wrist, but his eyes widened as every splash of gold turned her green skin back to normal, a cure from the heavens no doubt. He gasped in awe and looked up as the rain fell through the holes in the tarp. He lifted his wrist with a loud crunch of his elbow and fired a Biocable to the tarp, tugging it down and ripping it off of the steel struts.

More of the mysterious golden water poured over May and Helen, Gwen looking up in awe as it trickled down the steel. Peter's hair was wet with it, as he set May down gently and let the rain wash over her body. Suddenly May coughed back to life and gasped, spluttering and choking. Peter sat her up and laughed with glee, hugging May tight. She was so close to death, and here she was sitting up, her green scarred skin healing. Peter laughed hysterically.

"Y-You're okay! Oh my god, y-you're okay!" Peter laughed, kissing May's cheek.

"Peter? W-What happened?" she asked. Peter sat back and looked into her eyes, unsure of what to say.

"Mom? Mom!" Gwen heard spluttering and felt Helen's body jerk awake, coughing in harsh fits. The screams in the streets had ceased, Peter noticed as he rose to his broken feet with a gasp of pain, limping to the edge to look down at the crowded streets below.

"I-It's some kind of cure?" Peter raised an eyebrow. "B-But who?" He looked up and traced the missile smoke trail across the sky to the horizon where the Cure had been fired from, detonated in the atmosphere above.

Gwen kissed her Mother's cheek and hugged her tight.

"G-Gwen?" Helen wheezed, gasping at the pain in her stomach and shoulder. "Wh-What are you wearing?" Helen looked at Gwen's attire. Gwen bit her lip and slowly reeled out of the hug.

"We need to get her to a hospital, soon!" May coughed. Helen cupped the still bleeding wound in her chest. Gwen gasped at the sticky red fabric and slowly lifted the sweater to fire a spray of webbing over the wound.

"What on Earth?" Helen shouted. Gwen shushed her, sighing to herself.

"I'll explain later, Mom, but first, w-we need to find a Hospital.

_"People of Manhattan. This will be a day that you'll never forget."_

A voice Gwen and Peter recognized filled the air, chilling their radioactive blood. All of the screens in Times Square all lit up and a familiar face with a wide rimmed hat filled the screen. Peter and Gwen stood up and craned their necks around the edge of the tower to just catch a glimpse of one of the screens behind a smoking skyscraper.

"_People are already referring to these events as Judgement. The day that retched Goblin claimed this beautiful city and defiled it with our own weapons. This will be the day that you take a look at your saviors, Spider man and Spider woman, and question whose side they are truly on."_ Gustav Fiers announced across the city. _"Years from now you'll all ask, where were you the day everything changed?"_

Gwen and Peter both gulped and looked at each other with unease. Looking down at the streets, they saw hundreds of white paneled vans convoying together through cheering crowds, each van etched with the black OSCORP logo. The speakers suddenly blared powerful and patriotic music behind Gustav's voice.

_"When you were weak, we gave you our strength. When you were sick, we gave you the cure. When you were afraid, we gave you our courage! When you felt alone and forgotten, we reminded you otherwise. When Spiderman and Spiderwoman told you you were safe under their care, we came to light up their lies, and show you true care and love."_

"Uh oh." Peter gulped, listening to people cheering in agreement to the opinion of both Gwen and Peter's heroics. "This ain't good, Gwen."

_"Who are we?" _the screens turned bright white and the Oscorp logo filled the screens at the uplifting crescendo of the advert. "We are _OSCORP_..._We're the way forward."_

**_TO BE CONTINUED..._**

* * *

**Author's Notes: Well, that's the end of We're Best Friends! Gustav has finally formulated Spidey's blood into a cure, and used it on Manhattan to not only clean up Gwen and Peter's mistake, but show Manhattan that they can not be trusted with the city's safety. Oh no! What does this mean for Gwen and Peter as heroes?**

**You'll find out soon in the sequel to We're Best Friends...**

**So what did you guys think of this long story? Did you like it from start to finish? What would you like to see in the sequel, who would you like to see in the sequel? What did you think of how I portrayed certain characters? As final reviews for this story, please guys, let me know what you thought of it as a whole. I'd love to hear one last ho-rah on this story! Love you all and speak to you all soon! - Dave**


	38. Author's Last Notes and a thank you!

**Author's Last Notes: So, I wanted to say a few things on finale of We're Best Friends...**

**1.) A sequel is in the works, under the name "****_You're My Path_****" with a better structured story, and the first chapter shall be up by early next week. Just finishing a few touches to the prologue. :)**

**2.) Thank you to all who have read my story, whether you liked it or not, you still took the time out of you busy lives to read it, so I appreciate that greatly! Love you all and hope you will read the sequel!**

**3.) I know the end of this was very abrupt, and there are ****_a lot_**** of unanswered questions, but all will be explained in chapter one of ****_You're My Path_****. **

**4.) I noticed that I lost a large portion of my fan base on this story around the time Gwen gained her powers. Sigh. I know, I know, don't think of the few who hate, think of the few who love it, but really? I'm a big fan of strong female characters, and Gwen Stacy is exactly that! I love Spidey-Gwen. I love the fluff that can be written between her and Spidey, unique upside down kisses or swinging around and fighting crime together. It's so cool to have those interactions!**

**In fact, I think that adding Spidey-Gwen to the TASM films would've saved them! The problem with adding so many villains to one film is they lack development, and are all going after one guy! In We're Best Friends, I had Kraven change his views towards Spiderman being his hardest hunt, as Gwen challenged him further. His and her rivalry was unique, and I think it gave the story a sub plot that wasn't too distracting, and helped develop both the characters involved. I'm thinking aloud and am probably wrong, but oh well haha. Tell me if you felt I did something right there!**

**5.) On final note, here's a brief synopsis of what to expect story wise from You're My Path:**

**_"There's no such thing as a happy ending, if there was, then life wouldn't end with death." - Mysterio._**

**_Peter and Gwen are at a crossroads in their lives. A year after the events of We're Best Friends, the city is fueling the fire of hatred to the hero and heroine, as they reflect on the anniversary of the Goblin's terrorist attack on Manhattan, killing hundreds with an airborne pathogen that Spider-man and Spider woman accidentally launched._**

**_With Oscorp now handing out Peter's blood as a medicine, both Gwen and Peter are feeling a wedge drive between them. On one side, Peter knows that Oscorp is up to something and he wants his blood out of their hands. On the other hand, Gwen sees the good the medicine is doing, whether it's Peter's blood or not. It's saving more people that Spiderman and Spiderwoman are!_**

**_To make matters worse for the vigilante pair, Alistair Smythe's first robotic police force of Spider-Slayers now patrol the streets in partnership with the NYPD, out to arrest or kill the vigilantes. The maniacal Mysterio steps into center stage, and Spider-Gwen's biggest fan, Max Dillon, befalls a electrifying accident that augments him forever._**

**_The Legend ends, Next week._**

**So guys, that wraps up We're Best Friends. I hope you all enjoyed it as much as I liked writing it, and I hope I see you all on You're My Path! I've said it so many times, but I love you guys. Stay awesome and I'll be seeing you all very, very soon! **

**You're the best fans anyone can ever ask for, I mean that. Love ya! - Dave**


	39. Update!

**Author's Notes: Hey Everyone! I just wanted to tell those who follow this story that "You're My Path", the Sequel to this story is up and two chapters in! Hope you can all stop by and give it a read, not to mention some closure on this story! Love you all and thank you so much for reading my work, it means the world to me! Stay awesome, and I hope to see you over at "You're My Path!" - Dave**


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